Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2015
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-6658
SCIENTIFIC INDUSTRIES, INC.
(Exact Name of Registrant in Its Charter)
Delaware 04-2217279
_______________________________ ____________________
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
80 Orville Drive, Suite 102, Bohemia, New York 11716
________________________________________ __________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (631) 567-4700
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
___________________ _________________________________________
None None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, par value $.05 per share
______________________________________
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [ x ]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [ x ]
Indicate by check mark whether the registrant(1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports.
Yes [ x ] No [ ]
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(SS 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files). Yes [ x ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (SS 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [ x ]
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated
filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [ x ]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act) Yes [ ] No [ x ]
The aggregate market value of the voting stock held by non-affiliates
computed by reference to the average bid and asked prices of such stock,
as of September 4, 2015 is $2,402,500.
The number of shares outstanding of the registrant's common stock, par
value $.05 per share ("Common Stock") as of September 4, 2015 is 1,489,112
shares.
DOCUMENTS INCORPORATED BY REFERENCE
None.
2
SCIENTIFIC INDUSTRIES, INC.
Table of Contents
PART I
ITEM 1. BUSINESS 4
ITEM 1A. RISK FACTORS 8
ITEM 2. PROPERTIES 11
ITEM 3. LEGAL PROCEEDINGS 11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 11
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 11
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 12
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 13
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE 14
ITEM 9A. CONTROLS AND PROCEDURES 14
ITEM 9B. OTHER INFORMATION 15
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 15
ITEM 11. EXECUTIVE COMPENSATION 16
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS 21
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
DIRECTOR INDEPENDENCE 22
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 22
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 24
SIGNATURES 31
EXHIBIT 31.0 CERTIFICATION 32
EXHIBIT 32.0 CERTIFICATION 34
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Forward Looking Statements. The Company and its representatives may from
time to time make written or oral forward-looking statements with respect
to the Company's annual or long-term goals, including statements contained
in its filings with the Securities and Exchange Commission and in its reports
to stockholders.
The words or phrases "will likely result," "will be," "will," "are expected
to," "will continue to," "is anticipated," "estimate," "project" or similar
expressions identify "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements are subject
to certain risks and uncertainties that could cause actual results to differ
materially from historical earnings and those presently anticipated or
projected. Readers are cautioned not to place undue reliance on any such
forward-looking statements, which speak only as of the date made.
PART I
Item 1. Business.
General. Incorporated in 1954, Scientific Industries, Inc., a Delaware
corporation (which along with its subsidiaries, the "Company") is engaged
in the design, manufacture, and marketing of standard benchtop laboratory
equipment ("Benchtop Laboratory Equipment"), customized catalyst research
instruments ("Catalyst Research Instruments"), under its wholly-owned
subsidiary, Altamira Instruments, Inc., ("Altamira") and through its
wholly-owned subsidiary, Scientific Bioprocessing, Inc., ("SBI"), the
design and development of bioprocessing systems and products ("Bioprocessing
Systems"). The Company's products are used primarily for research purposes
by universities, pharmaceutical companies, pharmacies, national laboratories,
medical device manufacturers, petrochemical companies and other industries
performing laboratory-scale research.
Operating Segments. The Company views its operations as three segments:
the manufacture and marketing of standard Benchtop Laboratory Equipment for
research in university, pharmacy and industrial laboratories sold primarily
through laboratory equipment distributors and online; the manufacture and
marketing of custom-made Catalyst Research Instruments for universities,
government laboratories, and chemical and petrochemical companies; and the
production, marketing and sublicensing of bioprocessing systems and products
for research in university and industrial laboratories. For certain financial
information regarding the Company's operating segments, see Note 3 to the
consolidated financial statements included under Item 8.
Products.
Benchtop Laboratory Equipment. The Company's Benchtop Laboratory Equipment
products consist of mixers and shakers, rotators/rockers, refrigerated and
shaking incubators, and magnetic stirrers sold under the "Genie(TM)" brand,
and pharmacy and laboratory balances, force gauges, and moisture analyzers
under the "Torbal(R)" brand. Sales of the Company's principal product, the
Vortex-Genie(R) 2 Mixer, excluding accessories, represented approximately 34%
and 41% of the Company's total net revenues for each of the fiscal years
ended June 30, 2015 ("fiscal 2015") and June 30, 2014 ("fiscal 2014"), and
50% and 59%, of the segment's sales for fiscal 2015 and fiscal 2014,
respectively.
The vortex mixer is used to mix the contents of test tubes, beakers, and
other various containers by placing such containers on a rotating cup or
other attachments which cause the contents to be mixed at varying speeds.
The Company's additional mixers and shakers include a high speed touch
mixer; a mixer with an integral timer, a patented cell disruptor; microplate
mixers, two vortex mixers incorporating digital control and display; a
large capacity multi-vessel vortex mixer and shaker, and a large capacity
orbital shaker.
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The Company also offers various benchtop multi-purpose rotators and rockers,
designed to rotate and rock a wide variety of containers, and a refrigerated
incubator and an incubator shaker, both of which are multi-functional
benchtop environmental chambers designed to perform various shaking and
stirring functions under controlled environmental conditions.
Its line of magnetic stirrers include a patented high/low programmable
magnetic stirrer; a four-place high/low programmable magnetic stirrer; a
large volume magnetic stirrer available in analog and digital versions; and
a four-place general purpose stirrer also available in analog and digital
versions.
The Company's Torbal brand line of products include pharmacy, laboratory,
and industrial digital scales, mechanical balances, moisture analyzers, and
force gauges resulting from an acquisition in February 2014 (described in
detail in Note 2 to the consolidated financial statements included under
Item 8).
Catalyst Research Instruments. The Catalyst Research Instrument products
are offered through the Company's subsidiary, Altamira. Its flagship
product is the AMI-200(TM), which is used to perform traditional catalyst
characterization experiments on an unattended basis. The product also
features a stand-alone personal computer to control the instrument and
incorporates proprietary LabVIEW(R)-based software. The Company's
AMI-300(TM) Catalyst Characterization Instrument incorporates a
sophisticated data handling package and is designed to perform dynamic
temperature-programmed catalyst characterization experiments. All AMI
model instruments are designed or adapted to a customer's individual
requirements.
Its other Catalyst Research Instrument products include reactor systems,
high throughput systems and micro-activity reactors, including the
Company's BenchCAT(TM) custom reactor systems. They are available with
single and multiple reactor paths and with reactor temperatures up to
1200 degrees Celsius. The systems feature multiple gas flows, are
available in gas and gas/liquid configurations, and feature one or
more stand-alone personal computers with the LabVIEW(R)-based control
software.
Bioprocessing Systems. The Company, through SBI, is engaged in the
design and development of bioprocessing systems which the Company
expects to begin marketing during the fiscal year ending June 30, 2016,
principally microreactor systems using disposable sensors for vessels
with volumes ranging from 250 milliliter to five liters. In addition,
the Company sublicenses the patents and technology it holds exclusively
under a license with the University of Maryland, Baltimore County,
("UMBC"), for which it receives royalties.
Product Development. The Company designs and develops substantially
all of its products. Company personnel formulate plans and concepts
for new products and improvements or modifications of existing products.
The Company engages outside consultants to augment its capabilities
in areas such as industrial and electronics design.
Major Customers. Sales, principally of the Vortex-Genie 2 Mixer, to
two customers, represented for fiscal 2015 and fiscal 2014, 12% and
13% of total revenues, and 17% and 19% of Benchtop Laboratory
Equipment product sales. Sales of Catalyst Research Instrument
products are generally pursuant to a few large orders amounting on
average to over $100,000 to a limited number of customers. In fiscal
2015, sales to one customer accounted for 12% of the segment's sales
(4% of total revenues). In fiscal 2014, sales to two customers,
accounted for an aggregate of 45% of the segment's sales (13% of the
total revenues).
Marketing.
Benchtop Laboratory Equipment. The Company's Benchtop Laboratory
Equipment products sold under the "Genie" brand are generally
distributed and marketed through an established network of domestic
and overseas laboratory equipment distributors, who sell the
Company's products through printed catalogs, websites and sales
force. The Company's "Torbal" brand products are marketed
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primarily online via its websites and sold online and on a direct
basis, with only a few distributors. The Company also markets products
through attendance at industry trade shows, trade publication
advertising, brochures and catalogs, the Company's websites, one
sales manager and one director of marketing in the U.S., and a
consultant in Europe.
In general, due to the reliance on sales through the catalog
distribution system, it takes two to three years for a new benchtop
laboratory equipment product to begin generating meaningful sales.
Catalyst Research Instruments. The Company's Catalyst Research
Instruments are sold directly worldwide to universities, government
laboratories, and chemical and petrochemical companies through its
sales personnel and independent representatives engaged on a
commission basis. Its marketing efforts include attendance at
various trade shows, Altamira's website, outside sales
representatives, and printed materials.
Bioprocessing Systems. The Company's Bioprocessing Systems
products, are currently under development and the Company expects
to begin marketing during the fiscal year ending June 30,
2016, and will be offered both directly and through distribution
worldwide to university, industrial, and government laboratories.
It is anticipated that the related marketing efforts will mainly
comprise attendance at various trade shows, publications, website,
and online marketing.
Assembly and Production. The Company has an operating facility
in Bohemia, New York from which its Benchtop Laboratory Equipment
Operations are conducted and one in Pittsburgh, Pennsylvania from
which its Catalyst Research Instruments Operations are conducted.
The Company also has a small sales and marketing office in Oradell,
New Jersey related to its Torbal division. The Company's
production operations principally involve assembly of components
supplied by various domestic and international independent
suppliers. The Company has not commenced production of
bioprocessing products, but anticipates that its current
facilities will be adequate for such purpose.
Patents, Trademarks, and Licenses.
The Company holds several United States patents relating to its
products - a patent which expires in July 2016 on the Roto-Shake
Genie(R); a patent which expires in November 2022 on the MagStir
Genie(R), MultiMagStir Genie(R), and Enviro-Genie(R), and a patent
which expires in January 2029 on a biocompatible bag with
integral sensors. The Company has several patent applications
pending. The Company does not anticipate, although it cannot
provide assurance any material adverse effect on its operations
following the expiration of the patents.
The Company has various proprietary trademarks, including AMI(TM),
BenchCAT(TM), BioGenie(R), Cellphase(R), Cellstation(R), Disruptor
Beads(TM), Disruptor Genie(R), Enviro-Genie(R), Genie(TM),
Incubator Genie(TM), MagStir Genie(R), MegaMag Genie(R) MicroPlate
Genie(R), MultiMagStir Genie(R), Multi-MicroPlate Genie(R),
Orbital-Genie(R), QuadMag Genie(R), Rotator Genie(R), Roto-Shake
Genie(R), Torbal(R), TurboMix(TM), and Vortex-Genie(R), each of
which it considers important to the success of the related product.
The Company also has several trademark applications pending. No
representation can be made that any application will be granted or
as to the protection that any existing or future trademark may provide.
The Company has several licensing agreements for technology and
patents used in the Company's business, including an exclusive license
from UMBC with respect to rights and know-how under a patent held by
UMBC related to disposable sensor technology, which the Company further
sublicenses on an exclusive basis to a German company, and non-exclusive
rights held by the Company as it relates to the use of the technology
with vessels of sizes ranging from 250 milliliters to 5 liters. The
Company also holds a license as to the technology related to its
patent for the Roto-Shake Genie. Total license fees paid by the
Company under all its licenses for fiscal 2015 and fiscal 2014 amounted
to $124,100 and $107,900, respectively.
6
Foreign Sales. The Company's sales to overseas customers, principally
in Asia and Europe, accounted for approximately 50% and 51% of the
Company's net revenues for fiscal 2015 and fiscal 2014, respectively.
Payments are in United States dollars and are therefore not subject to
risks of currency fluctuation, foreign duties and customs.
Seasonality. The Company does not consider its business to be seasonal.
Backlog. The amount of backlog for Benchtop Laboratory Equipment
products is not a significant factor because this line of products is
comprised of standard catalog items requiring lead times which usually
are not longer than two weeks. There is no backlog for Bioprocessing
Systems. The backlog for Catalyst Research Instrument products as of
June 30, 2015 was $2,570,400, of which approximately 90% pertains to
an order for delivery to a customer in China, all of which is expected
to be filled by June 30, 2016, although no assurance can be given, as
compared to a backlog of $453,000 as of June 30, 2014, all of which
was filled in fiscal 2015.
Competition. Most of the Company's principal competitors are
substantially larger and have greater financial, production and
marketing resources than the Company. Competition is generally based
upon technical specifications, price, and product recognition and
acceptance. The Company's main competition for its Benchtop
Laboratory Equipment products derives from private label brand mixers
offered by laboratory equipment distributors in the United States and
Europe. However, the Company believes that despite its small size,
it is a major market participant in the global vortex mixer market.
The Company's major competitors for its Genie brand Benchtop
Laboratory Equipment are Henry Troemner, Inc. (a private label
supplier to the two largest laboratory equipment distributors in the
U.S. and Europe), IKA-Werke GmbH & Co. KG, a German company, Benchmark
Scientific, Inc., (a United States importer of China-produced products),
and Heidolph Instruments GmbH, a German company. The Company's main
competitors for its Torbal brand products are Ohaus Corporation, an
American company, A&D Company Ltd., a Japanese company, and Adam
Equipment Co., Ltd., a British company.
The primary competition for the Company's Catalyst Research Instrument
products is in the form of instruments produced internally by research
laboratory staffs of potential customers. Major competitors in the
United States include Quantachrome Instruments, and Micromeritics
Instrument Corporation, each a privately-held company. The Company
sells instruments to Quantachrome under an OEM agreement.
The potential major competitors for the Company's Bioprocessing
Systems are Applikon Biotechnology, B.V. (Netherlands), DASGIP
Technology GmbH (Germany), and PreSens - Precision Sensing GmbH
(Germany).
Research and Development. The Company incurred research and
development expenses, the majority of which related to its Benchtop
Laboratory Equipment products, of $392,200 during fiscal 2015
compared to $426,700 during fiscal 2014. The Company expects
research and development expenditures in the fiscal year ending
June 30, 2016 will be at approximately the same level as those in
fiscal 2015.
Government and Environmental Regulation. The Company's products
and claims with respect thereto have not required approval of the
Food and Drug Administration or any other government approval.
The Company's manufacturing operations, like those of the industry
in general, are subject to numerous existing and proposed, if
adopted, federal, state, and local regulations to protect the
environment, establish occupational safety and health standards
and cover other matters. The Company believes that its operations
are in compliance with existing laws and regulations and the cost
to comply is not significant to the Company.
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Employees. As of September 4, 2015, the Company employed 33 persons
(24 for the Benchtop Laboratory Equipment Operations and 9 for the
Catalyst Research Instruments Operations) of whom 30 were full-time,
including its three executive officers. All activities of the
Bioprocessing Systems Operations are being performed by employees of
the other two operations and consultants. None of the Company's
employees are represented by any union.
Available Information. The Company's Annual Report to Stockholders
for fiscal 2015, includes its Annual Report on Form 10-K. The Annual
Report will be mailed to security holders together with the Company's
proxy material and solicitation as it relates to the Company's 2015
Annual Meeting of Stockholders. All the Company's reports, including
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K and other information filed with, or furnished to,
the Securities and Exchange Commission (the "SEC" or the "Commission"),
including amendments to such reports, are available on the SEC's
website that contains such reports, proxy and information statements,
and other information regarding companies that file electronically
with the Commission. This information is available at www.sec.gov.
In addition, all the Company's public filings can be accessed
through the Company's website at
http://scientificindustries.com/secfilings.html.
Item 1A. Risk Factors.
In connection with the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, important risk factors
are identified below that could affect the Company's financial
performance and could cause the Company's actual results for future
periods to differ materially from any opinions or statements
expressed with respect to such future periods in any current
statements. The Company undertakes no obligation to publicly
revise any forward-looking announcements to reflect future events
or circumstances.
Dependence on Major Customers
Although the Company does not depend on any one single major
customer, sales to two Benchtop Laboratory Equipment Operations
customers accounted for a combined aggregate of 12% and
13% of its total sales for fiscal 2015 and fiscal 2014,
respectively.
No representation can be made that the Company will be successful
in continuing to retain either or both customers, or not suffer a
material reduction in sales either which could have an adverse
effect on future operating results of the Company.
One Benchtop Laboratory Equipment Product Accounts for a Substantial
Portion of Revenues
The Company has a limited number of Benchtop Laboratory Equipment
products with one product, the Vortex-Genie 2 Mixer, accounting for
approximately 50% and 59% of Benchtop Laboratory Equipment sales,
for fiscal 2015 and fiscal 2014, respectively, and 34% and 41% of
total revenues for fiscal 2015 and fiscal 2014, respectively.
The Company is a Small Participant in Each of the Industries in
Which It Operates
The Benchtop Laboratory Equipment industry is a highly competitive
mature industry. Although the Vortex-Genie 2 Mixer has been widely
accepted, the annual sales of the Benchtop Laboratory Equipment
products ($5,410,500 for fiscal 2015 and $4,679,100 for fiscal 2014)
are significantly lower than the annual sales of many of its
competitors in the industry. The principal competitors are
substantially larger with much greater financial, production and
marketing resources than the Company. There are constant new
entrants into the vortex mixer market, including those offering
products imported from China, which the Company is unable to
compete on price. The Torbal line of products is also a small
market participant in its industry with significant competition
from well known brands.
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The production and sale of Catalyst Research Instruments products
is highly competitive. Altamira's competitors include several
companies with greater resources and many laboratories which
produce their own instruments.
The Company's Bioprocessing Systems operation is a participant
in the fast-growing laboratory-scale sector of the larger
bioprocessing products industry, which is dominated by several large
companies with much greater resources than the Company.
The Company's Ability to Grow and Compete Effectively Depends
In Part on Its Ability to Develop and Effectively Market New
Products
Over the past ten years, the Company has continuously invested
in the development and marketing of new Benchtop Laboratory
Equipment products with a view to increasing revenues and
reducing the Company's dependence on the Vortex-Genie 2 Mixer,
including the acquisition of the Torbal line of products in fiscal
2014. Gross revenues derived from such other Benchtop Laboratory
Equipment products amounted to $2,716,100 for fiscal 2015 and
$1,909,300, for fiscal 2014. The segment's ability to compete
will depend upon the Company's success in continuing to develop
and market new laboratory equipment as to which no assurance
can be given.
The Company relies heavily on distributors and their catalogs
to market the majority of its Benchtop Laboratory Equipment
products, as is customary in the industry. Accordingly, sales
of new products are heavily dependent on the distributors'
decision to include and retain a new product in the
distributors' catalogs and on their websites. It may be at
least 24 to 36 months between the completion of development of
a product and the distribution of the catalog in which it is
first offered; furthermore, not all distributors feature the
Company's products in their catalogs.
The Company's line of Catalyst Research Instruments consists
of only a few products. The ability of the Company to compete
in this segment and expand the line will depend on its ability
to make engineering improvements to existing products and
develop and add new products incorporating more current
technology. Over the last few years the Company has introduced
two new catalyst research products to increase its product
offerings and has continuously sought to expand its outside
sales force.
The success of the Company's new Bioprocessing Systems
operation will be heavily dependent on its ability to develop
and market new products. New products are being or are to be
developed by the Company's employees and outside consultants.
Such products are of a complex nature of which the Company has
limited or no prior experience and are taking longer to develop
than previously anticipated. In addition, they will be subject
to beta testing by end users, which could result in design
and/or production changes which could further delay development
time. The sale and marketing of the products, at least initially,
will be through the Company's attendance at trade shows, website,
online marketing, and a few select distributors.
No assurance can be given that the amounts allocated by the
Company for its new product development and sales and marketing
programs will be sufficient to develop additional commercially
feasible products which will be accepted by the marketplace, or
that any distributor will include or retain any particular
product in its catalogs and websites.
The Company May Be Subject to General Economic, Political,
and Social Factors
Orders for the Company's products, particularly its Catalyst
Research Instruments products, depend in part, on the customer's
ability to secure funds to finance purchases, especially
government funding. Availability of funds can be affected by
budgetary constraints. Factors including a general economic
recession, the European crisis, slowdown in Asian economies,
or a major terrorist attack would likely have a negative impact
on the availability of funding including government or academic
grants to potential customers.
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The Company's ability to secure new Catalyst Research Instruments
orders can also be affected by changes in domestic and
international policies pertaining to energy and the environment,
which could affect funding of potential customers.
The Company is Heavily Dependent on Outside Suppliers for the
Components of Its Products
The Company purchases all its components from outside suppliers
and relies on a few suppliers for some crucial Benchtop
Laboratory Equipment components, mostly due to cost considerations.
Most of the Company's suppliers, including United States vendors,
produce the components directly or indirectly in overseas
factories, and orders are subject to long lead times and potential
other risks related to production in a foreign country. To
minimize the risk of supply shortages, the Company keeps more than
normal quantities on hand of the critical components that cannot
easily be procured or, where feasible and cost effective,
purchases are made from more than one supplier.
However, a shortage of such components could halt production and
have a material negative effect on the Company's operations.
The Company's Ability to Compete Depends in Part on Its Ability
To Secure and Maintain Proprietary Rights to its Products
The Company has no patent protection for its principal Benchtop
Laboratory Equipment product, the Vortex-Genie 2 Mixer, the
Torbal balances, or for its Catalyst Research products and
limited patent protection on a few other Benchtop Laboratory
Equipment products. There are several competitive products
available in the marketplace possessing similar technical
specifications and design.
As part of the asset purchase by SBI during fiscal 2012, the
Company acquired the rights to various patents for
bioprocessing products which it licenses from UMBC.
There can be no assurance that any patent issued, licensed or
sublicensed to the Company provides or will provide the Company
with competitive advantages or will not be challenged by third
parties. Furthermore, there can be no assurance that others
will not independently develop similar products or design
around the patents. Any of the foregoing activities could
have a material adverse effect on the Company. Moreover, the
enforcement by the Company of its patent or license rights may
require substantial litigation costs.
The Company Has Limited Management Resources
The loss of the services of any of Ms. Helena Santos, the
Company's Chief Executive and Financial Officer and President,
Mr. Robert Nichols, the Company's Executive Vice President, Mr.
Brookman March, President of Altamira, and Mr. Karl Nowosielski,
Torbal Division President or any material expansion of the
Company's operations could place a significant additional strain
on the Company's limited management resources and could be
materially adverse to the Company's operating results and
financial condition.
The Common Stock of the Company is Thinly Traded and is Subject
to Volatility
As of September 4, 2015, there were 1,489,112 shares of Common
Stock of the Company outstanding, of which 364,223 shares (25%)
were held by the directors and officers of the Company. The
Common Stock of the Company is traded on the Over-the-Counter
Bulletin Board and, historically, has been thinly traded. There
have been a number of trading days during fiscal 2015 on which
no trades of the Company's Common Stock were reported.
Accordingly, the market price for the Common Stock is subject
to great volatility.
10
Item 2. Properties.
The Company's executive offices and principal manufacturing
facility for its Benchtop Laboratory Equipment Operations comprise
approximately 19,000 square feet, are located in Bohemia,
New York and held pursuant to a lease which expires in February
2025. The Company's Catalyst Research Instruments Operations are
conducted from an approximately 9,000 square foot facility in
Pittsburgh, Pennsylvania under a lease expiring in November 2017.
The Bioprocessing Systems operation does not occupy a separate
physical location. The Company has a 1,200 square foot facility
in Oradell, New Jersey from where it conducts its sales and
marketing functions, primarily for the Torbal division of the
Benchtop Laboratory Equipment Operations. See Note 11 to the
Financial Statements in Item 8. The leased facilities are
suitable and adequate for each of the Company's operations.
In the opinion of management, all properties are adequately
covered by insurance.
Item 3. Legal Proceedings.
The Company is not a party to any pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of security holders during
the fourth quarter of fiscal 2015.
PART II
Item 5. Market for the Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities.
The Company's Common Stock is traded in the over-the-counter
market. The following table sets forth the low and high bid
quotations for each quarter of fiscal 2014 and fiscal 2015,
as reported by the National Association of Securities Dealers,
Inc. Electronic Bulletin Board. Such quotations reflect
inter-dealer prices, without retail mark-up, mark-down or
commission and may not represent actual transactions:
For Fiscal Quarter Ended: Low Bid High Bid
09/30/13 3.21 3.36
12/31/13 3.65 4.00
03/31/14 3.76 4.80
06/30/14 3.10 3.89
09/30/14 3.00 3.25
12/31/14 2.61 3.30
03/31/15 2.50 3.00
06/30/15 2.50 2.95
(a) As of September 4, 2015, there were 366 record
holders of the Company's Common Stock.
(b) On November 4, 2013, the Company paid a cash dividend
of $.08 per share to stockholders of record on October 11, 2013.
A dividend was not declared or paid during fiscal 2015. The
Company is not subject to any agreement which prohibits or
restricts the Company from paying dividends on its Common Stock.
11
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Forward-Looking statements. Certain statements contained in
this report are not based on historical facts, but are forward-
looking statements that are based upon various assumptions about
future conditions. Actual events in the future could differ
materially from those described in the forward-looking
information. Numerous unknown factors and future events could
cause such differences, including but not limited to, product
demand, market acceptance, success of marketing strategy, success
of expansion efforts, impact of competition, adverse economic
conditions, and other factors affecting the Company's business
that are beyond the Company's control, which are discussed
elsewhere in this report. Consequently, no forward-looking
statement can be guaranteed. The Company undertakes no obligation
to publicly update forward-looking statements, whether as a result
of new information, future events or otherwise. This Management's
Discussion and Analysis of Financial Condition and Results of
Operations should be read in conjunction with the Company's
financial statements and the related notes included elsewhere
in this report.
Overview. The Company incurred a loss before income tax
benefit of $7,300 for fiscal 2015 compared to a loss before
income tax benefit of $107,000 for fiscal 2014. The results
included non-cash amounts for depreciation and amortization of
$434,800 for fiscal 2015 and $262,800 for fiscal 2014, the
majority of which relates to amortization of the intangible
assets related to the Torbal division, and to a lesser extent
the SBI intangible assets.
Fiscal 2015 benefitted from the profits generated by the Catalyst
Research Instruments Operations which resulted from increased sales,
and a full year of Torbal brand product sales by the Benchtop
Laboratory Equipment Operations, and the absence of acquisition
costs related to the Torbal acquisition that were incurred during
fiscal 2014. However the Bioprocessing Systems Operations incurred
a higher loss this year compared to last year which included a
sale of a prototype.
Results of Operations. Net sales for fiscal 2015 increased
$1,055,200 (15.5%) to $7,848,400 from $6,793,200 for fiscal 2014,
reflecting increases of $392,600 (20.4%) in net sales of catalyst
research instruments, and $731,400 (15.6%) in benchtop laboratory
equipment sales, partially offset by a decrease of $68,800 (36.0%)
in the Bioprocessing Systems Operations revenues. The benchtop
laboratory equipment sales reflected $1,120,500 of Torbal brand
product sales for fiscal 2015, compared to $412,100 for the last
four months in fiscal 2014.
Sales of catalyst research instruments are comprised of a small
number of large orders, historically averaging more than $100,000
each. The higher sales of catalyst research instruments resulted
from a higher amount of lower value orders. As of June 30, 2015,
the order backlog for catalyst research instruments was $2,570,400
due to a substantial order expected to be shipped during fiscal
year ending June 30, 2016, compared to $453,000 as of June 30, 2014.
Revenues derived from the Bioprocessing Systems Operations consist
of net royalties received from sublicensees. The Company expects
to start launching new products currently under development during
the fiscal year ending June 30, 2016, although no assurance can be
given.
The gross profit percentage for fiscal 2015 was 39.8% compared to
38.5% for fiscal 2014 due mainly to sales mix.
General and administrative expenses for fiscal 2015 increased
$187,500 (12.4%) to $1,700,900 compared to $1,513,400 for fiscal
2014, primarily due to the expenses of the new Torbal division
of the Benchtop Laboratory Equipment Operations, including
substantial amounts of amortization expense of the related
intangible assets.
Selling expenses for fiscal 2015 increased $252,400 (31.8%) to
$1,045,300 from $792,900 from for fiscal 2014 due to increased
expenses incurred by the Benchtop Laboratory Equipment Operations
for the Torbal division, and higher outside sales commissions for
the Catalyst Research Instruments Operations.
12
Research and development expenses decreased by $34,500 (8.1%)
to $392,200 for fiscal 2015 compared to $426,700 for fiscal 2014,
primarily due to decreased new product development costs by
the Benchtop Laboratory Equipment Operations as a result of the
release of a new product.
Total other income decreased by $2,200 (18.8%) to $9,500 for fiscal
2015 from $11,700 for fiscal 2014.
Income tax benefit of $16,000 for fiscal 2015 and $31,700 for
fiscal 2014 resulted from the availability of carryover research
and development activities credits and greater amortization of
intangible assets for financial statement purposes compared to
tax amortization.
As a result of the foregoing, the Company recorded net income
for fiscal 2015 of $8,700, compared to a net loss of $75,300
for fiscal 2014.
Liquidity and Capital Resources. Cash and cash equivalents
decreased by $11,700 to $482,000 as of June 30, 2015 from
$493,700 as of June 30, 2014.
Net cash provided by operating activities increased by $112,400
to $147,400 for fiscal 2015 as compared to $35,000 for fiscal
2014, primarily due to increased amounts for depreciation and
amortization related to the asset acquisition in February 2014.
The fiscal 2015 cash provided by operating
activities was negatively impacted by increased accounts
receivable balances and lower accounts payable, partially
offset by lower inventory balances. Cash used in investing
activities was $250,700 for fiscal 2015 compared to cash used
of $259,000 for fiscal 2014. The fiscal year included
restricted cash of $300,000, while the prior year reflected
cash used of $700,000 in the asset purchase of the Torbal
business. Financing activities provided net cash of $91,600
for fiscal 2015 compared to cash used of $209,600 in fiscal
2014, mainly due to the cash received from demand notes, and
the absence of a dividend during fiscal 2015, partially offset
by the higher contingent consideration paid during the year.
The Company's working capital increased by $268,900 to
$3,411,300 as of June 30, 2015 compared to $3,142,400 as of
June 30, 2014, mainly due to improved operating results
excluding depreciation and amortization.
The Company has two new lines of credit with First National
Bank of Pennsylvania - an Export-Related Revolving Line of
Credit which is guaranteed by the Export-Import Bank of the
United States which provides for export-related borrowings
of up to $998,500 bearing interest at prime plus 2% and an
annual fee of 1.75% and a second one-year Demand Line of
Credit which provides for borrowings of up to $300,000 for
regular working capital needs, bearing interest at prime,
currently 3.25%, which is collaterized by a cash collateral
account of $300,000 which will be released upon certain
financial criteria being met or the line being paid and
terminated, which ever comes first. Advances on both
lines are also secured by a pledge of the Company's assets
including inventory, accounts, chattel paper, equipment and
general intangibles of the Company. As of June 30, 2015 no
borrowings were made under either line.
Management believes that the Company will be able to meet,
absent a material capital expenditure not currently
anticipated, its cash flow needs during the 12 months
ending June 30, 2016 from its available financial resources
including the lines of credit, its cash and investment
securities, and operations.
Capital Expenditures. During fiscal 2015, the Company
incurred $67,300 in capital expenditures. The Company
expects that based on its current operations, its capital
expenditures will not be materially higher for the fiscal
year ending June 30, 2016.
Off-Balance Sheet Arrangements. None.
Item 8. Financial Statements and Supplementary Data.
13
The Financial Statements required by this item are
attached hereto on pages F1-F24.
Item 9. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure.
Not applicable.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures. As of
the end of the period covered by this Annual Report on
Form 10-K, based on an evaluation of the Company's disclosure
controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934), the
Chief Executive and Chief Financial Officer of the Company
has concluded that the Company's disclosure controls and
procedures are effective to ensure that information required
to be disclosed by the Company in its Exchange Act reports
is recorded, processed, summarized and reported within the
applicable time periods specified by the SEC's rules and
forms. The Company also concluded that information required
to be disclosed in such reports is accumulated and
communicated to the Company's management, including
its principal executive and principal financial officer,
as appropriate to allow timely decisions regarding
required disclosure.
Management's Annual Report on Internal Control Over
Financial Reporting. Management is responsible for
establishing and maintaining adequate internal control
over the Company's financial reporting, as such term is
defined in Securities Exchange Act Rule 13a-15(f) and
15d-15(f). The Company's internal controls over
financial reporting are designed to provide reasonable
assurance regarding the reliability of financial
reporting and the preparation of financial statements
for external purposes in accordance with generally
accepted accounting principles.
The Chief Executive and Financial Officer of the
Company conducted an evaluation of the effectiveness
of the Company's internal controls over financial
reporting as of June 30, 2015 based on the criteria
set forth by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) in Internal Control -
Integrated Framework.
Based on the assessment of the Company's Chief
Executive and Financial Officer of the Company, it
was concluded that as of June 30, 2015, the Company's
internal controls over financial reporting were
effective based on these criteria.
This annual report does not include an attestation
report of the Company's registered public accounting
firm regarding internal control over financial
reporting. Management's report was not subject to
attestation by the Company's registered public
accounting firm pursuant to the rules of the Securities
and Exchange Commission that permit the Company to
provide only management's report in this annual report.
Changes in Internal Control Over Financial Reporting.
There was no change in the Company's internal controls
over financial reporting that occurred during the most
recent fiscal quarter that materially affected or is
reasonably likely to materially affect the Company's
internal controls over financial reporting.
Inherent Limitations on Effectiveness of Controls.
The Company's management, including its Chief Executive
and Financial Officer, believes that its disclosure
controls and procedures and internal controls over
financial reporting are designed to provide reasonable
assurance of achieving their objectives and are
effective at the reasonable assurance level. However,
management does not expect that its disclosure controls
and procedures or its internal control over financial
reporting will prevent all errors and all fraud. A
control system, no matter how well conceived and operated,
can provide only reasonable, not absolute, assurance that
the objectives of the control system are met. Further, the
design of a control system must reflect the fact that there
are resource constraints, and the benefits of controls must
be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control
issues and instances of fraud, if any,
14
have been detected. These inherent limitations include
the realities that judgments in decision making can
be faulty, and that breakdowns can occur because of a
simple error or mistake. Additionally, controls can be
circumvented by the individual acts of some persons, by
collusion of two or more people or by management override
of the controls. The design of any system of controls also
is based in part upon certain assumptions about the likelihood
of future events, and there can be no assurance that any design
will succeed in achieving its stated goals under all potential
future conditions; over time, controls may become inadequate
because of changes in conditions, or the degree of compliance
with policies or procedures may deteriorate. Because of the
inherent limitations in a cost effective control system,
misstatements due to error or fraud may occur and not be
detected.
Item 9B. Other Information.
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate
Governance.
Directors
The Company has the following five Directors:
Joseph G. Cremonese (age 79), a Director since November 2002
and Chairman of the Board since February 2006, has been,
through his affiliate, a marketing consultant to the Company
since 1996. Mr. Cremonese has been since 1991, President of
his affiliate, Laboratory Innovation Company, Ltd., which is
a vehicle for technology transfer and consulting services for
companies, engaged in the production and sale of products for
science and biotechnology. Since March 2003, he has been a
director of Proteomics, Inc., a producer of recombinant
proteins for medical research. Prior to 1991, he had been
employed by Fisher Scientific, the largest U.S. distributor
of laboratory equipment.
Roger B. Knowles (age 90), a Director since 1965, has been
retired for the last five years.
Grace S. Morin (age 67), a Director since December 4, 2006,
had been President, Director and principal stockholder of
Altamira Instruments, Inc. from December 2003 until its
acquisition in November 2006 by the Company. Ms. Morin had
been employed by Altamira to supervise its administrative
functions at the Pittsburgh, Pennsylvania facility as a full-
time employee through March 31, 2009 and since that date as a
part-time consultant. Prior to December 2003, she was a general
business consultant for two years, and prior thereto a member of
senior management of a designer of gas flow environmental
engineered products for approximately four years.
Helena R. Santos (age 51), a Director since 2009, has been
employed by the Company since 1994, and has served since August
2002 as its President, Chief Executive Officer and Treasurer.
She had served as Vice President, Controller from 1997 and as
Secretary from May 2001. Ms. Santos was an internal auditor
with a major defense contractor from March 1991 to April 1994.
She had been previously employed in public accounting.
James S. Segasture (age 79), a Director since 1991, has been
retired for the last five years.
The Directors are elected to three-year staggered terms. The
current terms of the Directors expire at the annual meeting of
stockholders of the Company following: the fiscal year ended
June 30, 2015 - two directors (Ms. Santos and Mr. Segasture,
Class A), the fiscal year ending June 30, 2016 - one director
(Ms. Morin, Class B), and the fiscal year ending June 30, 2017 -
two directors (Mr. Cremonese and Mr. Knowles, Class C).
15
Board Committees
The Company's Stock Option Committee administers the Company's
2012 Stock Option Plan. The members of the committee are
non-management Directors of the Company - James S. Segasture
and Joseph G. Cremonese. The members of the Committee serve at
the discretion of the Board. During fiscal 2015 the Stock Option
Committee did not hold any meetings.
Grace S. Morin and James S. Segasture are the current members
of the Company's Compensation Committee serving at the discretion
of the Board. The Committee administers the Company's
compensation policies. During fiscal 2015, the Compensation
Committee held one meeting.
The Board of Directors acts as the Company's Audit Committee,
which in its function as the Committee, held four meetings
during fiscal 2015. Ms. Santos, who is not "independent"
and Ms. Morin are "financial experts" as defined by the
Securities and Exchange Commission.
Executive Officers
See above for the employment history of Ms. Santos.
Robert P. Nichols (age 54), employed by the Company since
February 1998, has served since August 2002 as Executive
Vice President. Previously, he had been since May 2001
Vice President, Engineering. Prior to joining the Company,
Mr. Nichols was an Engineer Manager with Bay Side Motion
Group, a precision motion equipment manufacturer from
January 1996 to February 1998.
Brookman P. March (age 70) has been Director of Sales and
Marketing of Altamira, which has conducted the Catalyst
Research Instruments operation since November 30, 2006
and its President since July 2008. He had been Vice
President and a Director of Altamira from December 2003
until it was acquired by the Company. Mr. March is the
husband of Ms. Morin, a Director of the Company.
Karl D. Nowosielski (age 36), is the President of the
Torbal division of the Benchtop Laboratory Equipment
Operations and Director of Marketing for the Company.
He had been until February 2014 Vice President of
Fulcrum, Inc. (the seller of the Torbal division assets)
since 2004.
Section 16(a) Beneficial Ownership Reporting Compliance
The Company believes that, for fiscal 2015, its officers,
directors and 10% stockholders timely complied with all
filing requirements of Section 16(a) of the Securities
Exchange Act of 1934, as amended.
Code of Ethics
The Company has adopted a code of ethics that applies
to the Executive Officers and Directors. A copy of the
code of ethics can be found on the Company's website at
www.scientificindustries.com.
Item 11. Executive Compensation.
Compensation Discussion and Analysis. The Compensation
Committee reviews and recommends to the Board of Directors
the compensation to be paid to each executive officer.
Executive compensation, in all instances except for the
compensation for the Chief Executive Officer ("CEO"), is
based on recommendations from the CEO. The CEO makes a
determination by comparing the performance of each
executive being reviewed with objectives established at
the beginning of each fiscal year and with objectives
established during the business year with regard to the
success of the achievement of such objectives and the
successful execution of management targets and goals.
16
With respect to the compensation of the CEO, the Committee
considers performance criteria, 50% of which is related
to the direction, by the CEO, of the reporting executives,
the establishment of executive objectives as components
for the successful achievement of Company goals and the
successful completion of programs leading to the successful
completion of the Business Plan for the Company and 50% is
based on the achievement by the Company of its financial
and personnel goals tempered by the amount of the income
or loss of the Company during the fiscal year.
The compensation at times includes grants of options under
its stock option plan to the named executives. Each officer
is employed pursuant to a long-term employment agreement,
containing terms proposed by the Committee and approved as
reasonable by the Board of Directors. The Board is cognizant
that as a relatively small company, the Company has limited
resources and opportunities with respect to recruiting and
retaining key executives. Accordingly, the Company has
relied upon long-term employment agreements and grants of
stock options to retain qualified personnel.
Compensation for each of its executive officers provided by
their employment agreements were based on the foregoing
factors and the operating and financial results of the
segments under their management.
The following table summarizes all compensation paid by
the Company to each of its executive officers for the fiscal
years ended June 30, 2015 and 2014.
SUMMARY COMPENSATION TABLE
_____________________________________________________________________
Non- Non-
Equity Qualified
Incentive Deferred
Name Plan Comp-
and Stock Option Comp- ensation
Principal Fiscal Salary Bonus Awards Awards ensation Earnings
Position Year ($) ($) ($) ($) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h)
_____________________________________________________________________
Helena R. 2015 154,000 0 0 0 0 0
Santos, 2014 150,000 0 0 0 0 0
CEO,
President,
CFO
_____________________________________________________________________
Robert P. 2015 139,000 0 0 1,200(2) 0 0
Nichols, 2014 135,000 0 0 500(2) 0 0
Exec.
V.P.
_____________________________________________________________________
Brookman 2015 140,000 0 0 2,800(3) 0 0
P. March, 2014 135,000 0 0 2,500(3) 0 0
Director
of Sales
and
Marketing,
and
President of
Altamira
_____________________________________________________________________
Karl D. 2015 140,500 0 0 7,100(4) 0 0
Nowosielski2014 45,800(5) 0 0 3,900(4) 0 0
President of
Torbal
Division
and Director
of Marketing
_____________________________________________________________________
SUMMARY COMPENSATION TABLE (CONTINUED)
_____________________________________________________________________
Changes
in
Pension
Value
and Non-
Qualified All
Name Deferred Other
and Comp- Comp-
Principal Fiscal ensation ensation Total
Position Year Earnings ($) ($)
(a) (b) (i) (j)
_____________________________________________________________________
Helena R. 2015 0 6,200(1) 160,200
Santos, 2014 0 6,000(1) 156,000
CEO,
President,
CFO
_____________________________________________________________________
Robert P. 2015 0 5,600(1) 145,800
Nichols, 2014 0 5,400(1) 140,900
Exec.
V.P.
_____________________________________________________________________
Brookman 2015 0 5,600(1) 148,400
P. March, 2014 0 5,400(1) 142,900
Director
of Sales
and
Marketing,
and
President of
Altamira
_____________________________________________________________________
Karl D. 2015 0 5,600(1) 153,200
Nowosielski 2014 0 0 49,700
President of
Torbal
Divsion
and Director
of Marketing
_____________________________________________________________________
17
(1) The amounts represent the Company's matching contribution under
the Company's 401(k) Plans.
(2) The amount represents compensation expense for stock options
granted valued utilizing the Black-Scholes-Merton options pricing
model, disregarding estimates of forfeitures related to service-
based vesting considerations. The fiscal 2014 option was valued
at a total of $3,500 of which $1,200 was expensed as stock based
compensation in fiscal 2015.
(3) The amounts represent compensation expense for the 2014 and
2012 stock options granted valued utilizing the Black-Scholes-Merton
options pricing model, disregarding estimates of forfeitures related
to service-based vesting considerations. The 2014 option was valued
at a total of $3,500 of which $1,200 was expensed in fiscal 2015 plus
$1,600 for the 2012 stock option.
(4) The amounts represent compensation expense for the 2015 and 2014
stock options granted in as part of his employment agreement, valued
utilizing the Black-Scholes-Merton options pricing model, disregarding
estimates of forfeitures related to service-based vesting considerations.
The options were valued at a total of $7,100 and $3,900, respectively,
all of which was expensed as stock based compensation in the respective
periods.
(5) Represents salary from February 2014 to the end of fiscal 2014.
GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR ENDED JUNE 30, 2015
GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR ENDED JUNE 30, 2015
All Other
Estimated Estimated Stock
Future Future Awards:
Payouts Payouts Number
Under Under Of
Non-Equity Equity Shares
Incentive Incentive Of Stock
Grant Plan Plan Or Units
Name Date $ $ (#)
(a) (b) (c) (d) (e)
________________________________________________________
Karl D. Nowosielski 02/26/15 0 0 0
________________________________________________________
GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR ENDED JUNE 30, 2015
(CONTINUED)
All Other
Option Grant
Awards: Date
Number Exercise Fair
Of Or Base Value of
Securities Price Stock
Underlying Of Option And
Options Awards Option
Name # ($/Sh) Awards
(a) (f) (g) (h)
_________________________________________________________
Karl D. Nowosielski 4,000 2.80 7,100
_________________________________________________________
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
______________________________________________________________
Option Awards
______________________________________________________________
Number Equity
Number of Incentive
of Securities Plan Awards:
Securities Under- Number of
Under- lying Securities
lying Un- Unexercised Underlying Option
exercised Options(#) Unexercised Exercise Option
Options(#) Unexerci- Unearned Price Expiration
Name Exercisable sable Options(#) ($) Date
(a) (b) (c) (d) (e) (f)
_____________________________________________________________________
Brookman P. 5,667 1,333 0 3.50-3.71 11/2014-12/2023
March
Robert P.
Nichols 667 1,333 0 3.50 12/2023
Karl D.
Nowosielski 667 5,333 0 2.80-3.67 02/2024-02/2015
_____________________________________________________________________
Employment Agreements
In June 2015, The Company entered into employment agreements with Ms.
Helena R. Santos and Robert P. Nichols extending their terms of
employment to June 30, 2016. The agreements provide for annual base
salaries for the fiscal years ending June 30, 2015 and June 30, 2016,
for Ms. Santos of $154,000 and $157,080 respectively; and for Mr.
Nichols of $139,000 and $141,780 respectively. Bonuses, if any, are
to be awarded at the discretion of the Board of Directors for each of
the fiscal years. No bonuses were awarded for fiscal 2015 or fiscal
2014.
In June 2015, the Company entered into an employment agreement with
Mr. March extending the term through June 30, 2016. The agreement
provides for an annual base salary of $140,000 and $142,800 for each
of the fiscal years ending June 30, 2015 and 2016. Bonuses, if any,
may be awarded at the discretion of the Board of Directors. No bonuses
were awarded for fiscal 2015 or fiscal 2014. Mr. March is the husband
of Grace S. Morin, a Director of the Company and of Altamira and a
former principal stockholder of Altamira.
In February 2014 in conjunction with the acquisition of the Torbal
division assets from Fulcrum, Inc., the Company entered into an
employment agreement with Mr. Nowosielski providing for his employment
through February 2017, which may be extended by mutual consent for
another two years. The agreement provided for an annual base salary
of $140,000, subject to increases commencing with the second year
based on percentage increases in the Consumer Price Index, plus
discretionary bonuses. The agreement also provided for the issuance
of 2,000 stock options upon commencement of employment and 4,000,
5,000, and 6,000 stock options in February 2015, 2016, and 2017,
respectively, subject to his continued employment. No bonuses have
been awarded under the agreement.
Each of the foregoing employment agreements contains confidentiality
and non-competition covenants. The employment agreements for Ms.
Santos, Mr. March, and Mr. Nowosielski contain termination provisions
stipulating that if the Company terminates the employment other than
for death, disability, or cause (defined as (i) conviction of a felony
or (ii) gross neglect or gross misconduct (including conflict of
interest), the Company shall pay severance payments equal to one
year's salary at the rate of the compensation at the time of
termination, and continue to pay the regular benefits provided by the
Company for a period of two years from termination.
19
Directors' Compensation and Options
DIRECTORS' COMPENSATION
For the Year Ended June 30, 2015
_________________________________________________________________
Non-
Equity
Fees Incentive
Earned Plan
or Paid Stock Option Comp-
in Cash Awards Awards ensation
Name ($) ($) ($) ($)
(a) (b) (c) (d) (e)
__________________________________________________________________
Joseph G.
Cremonese 29,200 0 0 0
Roger B.
Knowles 13,600 0 0 0
Grace S.
Morin 13,600 0 0 0
James S.
Segasture 13,600 0 0 0
___________________________________________________________________
DIRECTORS' COMPENSATION (CONTINUED)
Changes
in
Pension
Value and
Non- Non-
qualified qualified
Deferred Deferred All
Compens- Comp- Other
ation ensation Comp-
Earnings Earnings ensation Total
Name ($) ($) ($) ($)
(a) (f) (g) (h) (i)
____________________________________________________________________
Joseph G.
Cremonese 0 0 43,200(1) 72,400
Roger B.
Knowles 0 0 0 13,600
Grace S.
Morin 0 0 4,300(2) 17,900
James S.
Segasture 0 0 0 13,600
____________________________________________________________________
(1) Represents amount paid to his affiliate pursuant to a marketing
consulting agreement (see Items 12 and 13).
(2) Represents compensation received for her administrative services
as a consultant for Altamira (see Items 12 and 13).
The Company pays each Director who is not an employee of the Company
or a subsidiary a quarterly retainer fee of $2,000 and $1,400 for
each meeting attended. In addition, the Company reimburses each Director
for out-of-pocket expenses incurred in connection with attendance at
board meetings in the amount of $50 or the Director's itemized expenses,
whichever is greater. Mr. Cremonese, as Chairman of the Board receives
an additional fee of $1,300 per month. During fiscal 2015, total director
compensation to non-employee Directors aggregated $117,500, including the
consulting fees paid to Mr. Cremonese's affiliate, and to Ms. Morin.
Under the Company's 2002 Stock Option Plan, none of the Directors
serving at the time of the adoption of the plan were eligible to receive
option grants thereunder. However, Mr. Joseph G. Cremonese who was
elected a Director for the first time at the 2002 Annual Meeting of
Stockholders, was granted ten-year options on December 1, 2003 to
purchase 5,000 shares of the Company's Common Stock at the exercise
price of $1.35 per share; ten-year options on February 20, 2007 to
purchase 5,000 shares of the Company's Common Stock at the exercise
price of $3.10 per share; five-year options on September 17, 2009
to purchase 10,000 shares at the exercise price of $1.88 per share;
five-year options on January 7, 2011 to purchase 10,000 shares at
the exercise price of $3.24; five-year options on January 12, 2012
to purchase 10,000 shares at the exercise price of $3.45 per
share, and ten-year options on December 4, 2013 to purchase 5,000
shares at an exercise price of $3.50 per share. He exercised 20,000
options during fiscal 2015 at prices of $1.88 and $3.24 with respect
to 10,000 and 10,000 shares, respectively.
20
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.
The following table sets forth, as of June 30, 2015, the number of
shares of Common Stock beneficially owned by (i) each person known
to the Company to beneficially own more than 5% of the outstanding
shares of Common Stock, (ii) each director of the Company, (iii) each
named executive officer of the Company, and (iv) all directors and
executive officers as a group. Shares not outstanding but deemed
beneficially owned by virtue of the right of any individual to
acquire shares within 60 days are treated as outstanding only when
determining the amount of and percentage of outstanding shares of
Common Stock owned by such individual. Each person has sole voting
and investment power with respect to the shares shown, except as noted.
Except as indicated in the table, the address for each of the
following is c/o Scientific Industries, Inc., 80 Orville Drive,
Bohemia, New York 11716.
Amount and
Name Nature of Beneficial
Ownership % of Class
________________________________________________________________
Spectrum Laboratories, Inc. 127,986 (1) 8.6%
18617 Broadwick Street
Rancho Dominquez, CA 90220
Fulcrum, Inc. 126,449 (2) 8.5%
100 Delawanna Avenue
Clifton, NJ 07014
Lowell A. Kleiman 122,581 (3) 8.2%
16 Walnut Street
Glen Head, NY 11545
Joseph G. Cremonese 104,597 (4) 6.9%
Roger B. Knowles - -
Grace S. Morin 89,950 (5) 6.0%
James S. Segasture 162,500 (6) 10.9%
Helena R. Santos 15,779 1.1%
Robert P. Nichols 20,397 1.4%
Brookman P. March 89,950 (7) 6.0%
Karl D. Nowosielski 6,000 (8) 0.0%
All directors and executive
officers as a group (8 persons) 399,223 (9) 26.2%
(1) Based on information reported on Form 3 filed with the
Securities and Exchange Commission on June 27, 2011.
(2) Stock issued in connection with the acquisition of the
Torbal division assets from Fulcrum, In. on February 26, 2014.
(3) Based on information reported in his Schedule 13D filed
with the Securities and Exchange Commission on January 8, 2015.
(4) 77,597 shares are owned jointly with his wife, 7,000
shares are owned by his wife, and 20,000 shares are issuable
upon exercise of options.
(5) Includes 7,000 shares issuable upon exercise of options
held by her husband, Mr. March.
(6) Shares owned jointly with his wife.
(7) Represents 82,950 shares owned by Ms. Morin, his wife and
7,000 shares issuable upon exercise of options.
(8) Represents shares issuable upon exercise of options.
(9) Includes 35,000 shares issuable upon exercise of options.
21
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information with respect to
Company options, warrants and rights as of June 30, 2015.
_________________________________________________________________
Number of Securities
to be Issued Upon Weighted-Average
Exercise of Exercise Price of
Outstanding Options, Outstanding Options,
Warrants and Rights Warrants and Rights ($)
Plan Category (a) (b)
_________________________________________________________________
Equity
Compensation
plans approved by
security holders 38,500 3.37
Equity
Compensation
plans not approved
by security holders N/A N/A
_________________________________________________________________
Total 38,500 3.37
_________________________________________________________________
EQUITY COMPENSATION PLAN INFORMATION (CONTINUED)
_________________________________________________________________
Number of Securities
Remaining Available
for
Future Issuance
Under
Equity Compensation
Plans (Excluding
Securities Reflected
in Column (a)
Plan Category (c)
_________________________________________________________________
Equity
Compensation
plans approved by
security holders 84,500
Equity
Compensation
plans not approved
by security holders N/A
_________________________________________________________________
Total 84,500
_________________________________________________________________
Item 13. Certain Relationships and Related Transactions, and
Director Independence.
Mr. Joseph G. Cremonese, a Director since November 2002, through
his affiliate, Laboratory Innovation Company, Ltd., has been
providing independent marketing consulting services to the Company
since January 1, 2003 pursuant to a consulting agreement expiring
December 31, 2015. The agreement currently provides that Mr.
Cremonese and his affiliate shall render, at the request of the
Company, marketing consulting services for a monthly payment of
$3,600. The agreement contains confidentiality and non-competition
covenants. The Company paid fees of $43,200 and $41,400 pursuant
to the agreement for each of fiscal 2015 and fiscal 2014.
Ms. Grace S. Morin, was elected a Director in December 2006
following the sale of her 90.36% ownership interest in Altamira to
the Company in November 2006. Up until March 31, 2009, Ms.
Morin had been employed by Altamira as an administrative employee.
Since April 1, 2009, she has provided consulting services on a
part-time basis pursuant to an agreement expiring December 31, 2015
at the rate of $85 per hour, resulting in payments of $4,300 and
$5,700 for fiscal 2015 and fiscal 2014, respectively. The agreement
contains confidentiality and non-competition covenants.
Item 14. Principal Accountant Fees and Services.
The following is a description of the fees incurred by the Company
for services by the firm of Nussbaum Yates Berg Klein & Wolpow, LLP
(the "Firm") during fiscal 2015 and fiscal 2014.
The Company incurred for the services of the Firm fees of
approximately $65,000 and $64,000 for fiscal 2015 and 2014,
respectively, in connection with the audit of the Company's annual
financial statements and quarterly reviews; and $6,000 for each
fiscal year for the preparation of the Company's corporate tax returns.
22
In approving the engagement of the independent registered public
accounting firm to perform the audit and non-audit services, the
Board of Directors as the Company's audit committee evaluates the
scope and cost of each of the services to be performed including
a determination that the performance of the non-audit services will
not affect the independence of the firm in the performance of the
audit services.
23
Part IV
Item 15. Exhibits and Financial Statement Schedules.
Financial Statements. The required financial statements of the
Company are attached hereto on pages F1-F24.
Exhibits. The following Exhibits are filed as part of this report
on Form 10-K:
Exhibit Number Exhibit
Exhibit Number Exhibit
3 Articles of Incorporation and By-Laws:
3(a) Certificate of Incorporation of the Company
as amended (filed as Exhibit 1(a-1) to the Company's General Form for
Registration of Securities on Form 10 dated February 14, 1973 and
incorporated by reference thereto.)
3(b) Certificate of Amendment of the Company's
Certificate of Incorporation, as filed on January 28, 1985 (filed as
Exhibit 3(a) to the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1985 and incorporated by reference thereto.)
3(c) By-Laws of the Company, as restated and
amended (filed as Exhibit 3(ii) to the Company's Current Report on
Form 8-K filed on January 6, 2003 and Exhibit 3(ii) to the Company's
Current Report on Form 8-K filed on December 5, 2007 and
incorporated by reference thereto).
4 Instruments defining the rights of security
holders:
4(a) 2002 Stock Option Plan (filed as Exhibit
99-1 to the Company's Current Report on Form 8-K filed on November
25, 2002 and incorporated by reference thereto).
4(b) 2012 Stock Option Plan (filed as Exhibit 10
to the Company's Current Report on Form 8-K filed on January 23, 2012
and incorporated by reference thereto).
10 Material Contracts:
10(a) Lease between Registrant and AIP Associates,
predecessor-in-interest of current lessor, dated October, 1989 with
respect to Company's offices and facilities in Bohemia, New York
(filed as Exhibit 10(a) to the Company's Annual Report on Form
10-KSB filed on September 28, 2005 and incorporated by reference
thereto).
10(a)-1 Amendment to lease between Registrant and
REP A10 LLC, successor in interest of AIP Associates, dated
September 1, 2004 (filed as Exhibit 10A-1 to the Company's
Current Report on Form 8-K filed on September 2, 2004, and
incorporated by reference thereto).
10(a)-2 Second amendment to lease between
Registrant and REP A10 LLC dated November 5, 2007 (filed as
Exhibit 10A-1 to the Company's Current Report on Form 8-K filed
on November 8, 2007, and incorporated by reference thereto).
10(a)-3 Lease agreement dated August 8, 2014 by
and between the Company and 80 Orville Drive Associates LLC.
24
10(b) Employment Agreement dated January 1,
2003, by and between the Company and Ms. Santos (filed as
Exhibit 10(a) to the Company's Current Report on Form 8-K filed
on January 22, 2003, and incorporated by reference thereto).
10(b)-1 Employment Agreement dated September 1,
2004, by and between the Company and Ms. Santos (filed as Exhibit
10A-1 to the Company's Current Report on Form 8-K filed on
September 1, 2004, and incorporated by reference thereto).
10(b)-2 Employment Agreement dated December 29,
2006, by and between the Company and Ms. Santos (filed as Exhibit
10A-1 to the Company's Current Report on Form 8-K filed on
December 29, 2006, and incorporated by reference thereto).
10(b)-3 Employment Agreement dated July 31,
2009 by and between the Company and Ms. Santos (filed as
Exhibit 10A-1 to the Company's Current Report on Form 8-K filed on
August 7, 2009, and incorporated by reference thereto).
10(b)-4 Employment Agreement dated May 14,
2010 by and between the Company and Ms. Santos (filed as Exhibit
10A-1 to the Company's Current Report on Form 8-K filed on
May 18, 2010, and incorporated by reference thereto).
10(b)-5 Employment Agreement dated September 13,
2011 by and between the Company and Ms. Santos (filed as exhibit
10(b)-5 to the Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 2011, and incorporated by reference thereto).
10(b)-6 Amended Employment Agreement dated May 20,
2013 by and between the Company and Ms. Santos (filed as Exhibit
10A-1 to the Company's Current Report on Form 8-K filed on May 20,
2013, and incorporated by reference thereto).
10(b)-7 Agreement extension dated June 9, 2015
to amend employment agreement by and between the Company and Ms.
Santos (filed as Exhibit 10A-1 to the Company's Current Report on
Form 8-K filed on June 9, 2015, and incorporated by reference
thereto).
10(c) Employment Agreement dated January 1, 2003,
by and between the Company and Mr. Robert P. Nichols (filed as
Exhibit 10A-1 to the Company's Current Report on Form 8-K filed on
January 22, 2003, and incorporated by reference thereto).
10(c)-1 Employment Agreement dated September 1,
2004, by and between the Company and Mr. Nichols (filed as Exhibit
10A-1 to the Company's Current Report on Form 8-K filed on September
1, 2004, and incorporated by reference thereto).
10(c)-2 Employment Agreement dated December 29,
2006, by and between the Company and Mr. Nichols (filed as Exhibit
10A-1 to the Company's Current Report on Form 8-K filed on December
29, 2006, and incorporated by reference thereto).
10(c)-3 Employment Agreement dated July 31, 2009
by and between the Company and Mr. Nichols (filed as Exhibit 10A-2
to the Company's Current Report on Form 8-K filed on August 7,
2009, and incorporated by reference thereto).
10(c)-4 Employment Agreement dated May 14, 2010
by and between the Company and Mr. Nichols (filed as Exhibit 10A-2
to the Company's Current Report on Form 8-K filed on May 18, 2010,
and incorporated by reference thereto).
25
10(c)-5 Employment Agreement dated September 13,
2011 by and between the Company and Mr. Nichols (filed as Exhibit
10(c)-5 to the Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 2011, and incorporated by reference thereto).
10(c)-6 Amended Employment Agreement dated May 20,
2013 by and between the Company and Mr. Nichols (filed as Exhibit
10A-2 to the Company's current Report on Form 8-K filed on May 20,
2013, and incorporated by reference thereto).
10(c)-7 Agreement extension dated June 9, 2015 to
amend employment agreement with Mr. Nichols (filed as Exhibit 10A-1
to the Company's Current Report on Form 8-K filed on June 9, 2015,
and incorporated by reference thereto).
10(d) Consulting Agreement dated January 1, 2003
by and between the Company and Mr. Cremonese and his affiliate,
Laboratory Innovation Company, Ltd. (filed as Exhibit 10(b) to the
Company's Current Report on Form 8-K filed on January 6, 2003, and
incorporated by reference thereto).
10(d)-1 Amended and Restated Consulting Agreement
dated March 22, 2005, by and between the Company and Mr. Cremonese
and Laboratory Innovation Company, Ltd. (filed as Exhibit 10A-1 to
the Company's Current Report on Form 8-K filed on March 23, 2005,
and incorporated by reference thereto).
10(d)-2 Second Amended and Restated Consulting
Agreement dated March 15, 2007, by and between the Company and Mr.
Cremonese and Laboratory Innovation Company Ltd. (filed as Exhibit
10A-1 to the Company's Current Report on Form 8-K filed on
March 16, 2007, and incorporated by reference thereto).
10(d)-3 Third Amended and Restated Consulting
Agreement dated September 23, 2009, by and between the Company and
Mr. Cremonese and Laboratory Innovation Company, Ltd. (filed as
Exhibit 10 to the Company's Annual Report on Form 10-K field on
September 24, 2009, and incorporated by reference thereto).
10(d)-4 Fourth Amended and Restated Consulting
Agreement dated January 7, 2011 (filed as Exhibit 10A-1 to the
Company's Current Report on Form 8-K (filed on January 18,
2011, and incorporated by reference thereto).
10(d)-5 Fifth Amendment and Restated Consulting
Agreement dated January 20, 2012 (filed as Exhibit 10 to the
Company's Current Report on Form 8-K (filed on January 23,
2012, and incorporated by reference thereto).
10(d)-6 Agreement extension dated November 29,
2012 to Amended and Restated Consulting Agreement (filed as Exhibit
10 to the Company's Current Report on Form 8-K filed on December 4,
2012, and incorporated by reference thereto).
10(d)-7 Agreement extension dated December 12, 2013
to Amended and Restated Consulting Agreement (filed as Exhibit 10
to the Company's Current Report on Form 8-K filed on December 12, 2013,
and incorporated by reference thereto).
10(d)-8 Agreement extension dated January 14, 2015
to Amended and Restated Consulting Agreement by and between the
Company and Mr. Cremonese and affiliates (filed as Exhibit 10A-1
to the Company's Current Report on Form 8-K filed on January 15, 2015,
and incorporated with reference thereto).
10(e) Sublicense from Fluorometrix Corporation
(filed as Exhibit 10(a)1 to the Company's Current Report on Form 8-K
filed on June 14, 2006, and incorporated by reference thereto).
26
10(f) Stock Purchase Agreement, dated as of
November 30, 2006, by and among the Company and Grace Morin,
Heather H. Haught and William D. Chandler (filed as Exhibit 2.1 to
the Company's Current Report on Form 8-K filed on December 5,
2006, and incorporated by reference thereto).
10(g) Escrow Agreement, dated as of November 30,
2006, by and among the Company and Grace Morin, Heather H. Haught
and William D. Chandler (filed as Exhibit 10(a) to the Company's
Current Report on Form 8-K filed on December 5, 2006, and
incorporated by reference thereto).
10(h) Registration Rights Agreement, dated as
of November 30, 2006, by and among the Company and Grace Morin,
Heather H. Haught and William D. Chandler (filed as Exhibit 10(b)
to the Company's Current Report on Form 8-K filed on December 5,
2006, and incorporated by reference thereto).
10(i) Employment Agreement, dated as of
November 30, 2006, between Altamira Instruments, Inc. and Brookman
P. March (filed as Exhibit 10(c) to the Company's Current Report on
Form 8-K filed on December 5, 2006, and incorporated by reference
thereto).
10(i)-1 Employment Agreement, dated as of October
30, 2008, between Altamira Instruments, Inc. and Brookman P. March
(filed as Exhibit 10A-2 to the Company's Current Report on Form 8-K
filed on October 30, 2008, and incorporated by reference thereto).
10(i)-2 Employment Agreement, dated as of October
1, 2010, between Altamira Instruments, Inc., and Brookman P. March
(filed as Exhibit 10A-1 to the Company's Current Report on Form 8-K
filed on October 13, 2010, and incorporated by reference thereto).
10(i)-3 Employment Agreement, dated as of May 18,
2012 between Altamira Instruments, Inc. and Brookman P. March
(filed as Exhibit 10(i)-3 to the Company's Annual Report on Form
10-K filed on September 27, 2012, and incorporated by reference
thereto).
10(i)-4 Agreement Extension, dated as of May 21,
2014 between Altamira Instruments, Inc. and Brookman P. March
(filed as Exhibit 10 to the Company's Current Report on Form 8-K
filed on May 21, 2014, and incorporated by reference thereto).
10(i)-5 Agreement extension dated June 9, 2015
to amend employment agreement (filed as Exhibit 10A-1 to the
Company's Current Report on Form 8-K filed on June 9, 2015,
and incorporated by reference thereto).
10(j) Indemnity Agreement, dated as of April
13, 2007 by and among the Company and Grace Morin, Heather H.
Haught and William D. Chandler (filed as Exhibit 10(j) to the
Company's Annual Report on Form 10-KSB filed on September 28,
2007 and incorporated by reference thereto).
10(k) Lease between Altamira Instruments,
Inc. and Allegheny Homes, LLC, with respect to the Company's
Pittsburgh, Pennsylvania facilities (filed as Exhibit 10(k) to
the Company's Annual Report on Form 10-KSB filed on September
28, 2007 and incorporated by reference thereto).
27
10(k)-1 Lease between Altamira Instruments,
Inc. and Allegheny Homes, LLC, with respect to the Company's
Pittsburgh, Pennsylvania facilities (filed as Exhibit 10(k)-1
to the Company's Quarterly Report on Form 10-Q filed on
February 14, 2013, and incorporated by reference thereto).
10(l) Line of Credit Agreements dated
October 30, 2008, by and among the Company and Capital One,
N.A. (filed as Exhibits 10-A1(a) through (f) to the Company's
Current Report on Form 8-K filed on October 30, 2008, and
incorporated by reference thereto).
10(l)-1 Restated Promissory Note Agreement
dated January 20, 2010 by and among the Company and Capital
One N.A. (filed as Exhibit 99.1 to the Company's Current
Report on Form 8-K filed on January 20, 2010, and incorporated
by reference thereto).
10(l)-2 Restated Promissory Note Agreement
dated January 5, 2011 by and among the Company and Capital
One N.A. (filed as Exhibit 99.1 to the Company's Current
Report on Form 8-K filed on January 6, 2011, and incorporated
by reference thereto).
10(m) Consulting Agreement dated April 1,
2009 by and between the Company and Grace Morin (filed as
Exhibit 10A-1 to the Company's Current Report on Form 8-K
filed on April 1, 2009, and incorporated by reference thereto).
10(m)-1 Agreement dated January 12, 2015 to
extend Consulting Agreement (filed as Exhibit 10A-2 to the
Company's Current Report on Form 8-K filed on January 15, 2015,
and incorporated by reference thereto).
10(n) Line of Credit Agreements dated
June 14, 2011, by and among the Company and JPMorgan Chase
Bank, N.A. (filed as Exhibits 99.1 through 99.3 to the
Company's Current Report on Form 8-K filed on June 16,
2011, and incorporated by reference thereto).
10(n)-1 Promissory Note dated June 5,
2013 by and among the Company and JP Morgan Chase
Bank, N.A. (filed as Exhibit 99 to the Company's
Current Report on Form 8-K filed on June 7,
2013, and incorporated by reference thereto).
10(o) Purchase Agreement, dated as
of November 14, 2011, by and among the Company, Scientific
Bioprocessing, Inc., and Fluorometrix Corporation (filed
as Exhibit 2.1 to the Company's Current Report on Form
8-K filed on November 17, 2011, and incorporated by
reference thereto).
10(p) Escrow Agreement, dated as of
November 14, 2011, by and among the Company, Scientific
Bioprocessing, Inc., and Fluorometrix Corporation (filed
as Exhibit 10(A) to the Company's Current Report on
Form 8-K filed on November 17, 2011, and incorporated by
reference thereto).
10(q) Research and Development Agreement
dated as of November 14, 2011, by and between Scientific
Bioprocessing, Inc. and Biodox R&D Corporation (filed as
Exhibit 10(B) to the Company's Current Report on Form 8-K
filed on November 17, 2011, and incorporated by reference
thereto).
28
10(q)-1 Notice of termination of Research and
Development Agreement dated June 12, 2013 (filed as Exhibit 99
to the Company's Current Report on Form 8-K filed on June 27,
2013, and incorporated by reference thereto).
10(r) Non-Competition Agreement, dated as of
November 14, 2011, by and among the Company, Scientific
Bioprocessing, Inc., and Joseph E. Qualitz (filed as Exhibit
10(D) to the Company's Current Report on Form 8-K filed on
November 17, 2011, and incorporated by reference thereto).
10(s) Promissory Note, dated as of November
14, 2011, by and between the Company and the University of
Maryland, Baltimore County (filed as Exhibit 10(c) to the
Company's Current Report on Form 8-K filed on November 17,
2011, and incorporated by reference thereto).
10(t) License Agreement, dated as of
January 31, 2001 by and between University of Maryland,
Baltimore County and Fluorometrix Corporation (filed as
Exhibit 10(E) to the Company's Current Report on Form 8-K
filed on November 21, 2011, and incorporated by reference
thereto).
10(u) Line of Credit Agreements dated
June 25, 2014, by and among the Company and Bank of America
Merrill Lynch (filed as Exhibits 99.1 through 99.2 (to the
Company's Current Report on Form 8-K filed on July 2, 2014,
and incorporated by reference thereto).
10(v) Asset Purchase Agreement, dated as
of February 26, 2014, by and among the Company and Fulcrum,
Inc. (filed as Exhibit 2.1 to the Company's Current Report
on Form 8-K filed on February 28, 2014, and incorporated by
reference thereto).
10(v)-1 Escrow Agreement, dated as of
February 26, 2014, by and among the Company, and Fulcrum,
Inc. (filed as Exhibit 10(e) to the Company's Current Report
on Form 8-K filed on February 28, 2014, and incorporated by
reference thereto).
10(v)-2 Non-Competition Agreements, dated
as of February 26, 2014, by and among the Company, and
James Maloy and Karl Nowosielski (filed as Exhibits 10(b)
and 10(c) to the Company's Current Report on Form 8-K filed
on February 28, 2014, and incorporated by reference thereto).
10(v)-3 Registration Rights Agreement,
dated as of February 26, 2014, by and among the Company,
and Fulcrum, Inc. (filed as Exhibit 10(d) to the Company's
Current Report on Form 8-K filed on February 28, 2014, and
incorporated by reference thereto).
10(v)-4 Supply Agreement, dated as of
February 20, 2014, by and among the Company, and Axis Sp
3.O.O. (filed as Exhibit 10(g) to the Company's Current
Report on Form 8-K filed on February 28, 2014, and
incorporated by reference thereto).
10(w) Line of Credit Agreements dated June
26, 2015, by and among the Company and First National Bank of
Pennsylvania (filed as Exhibit 10.1 through 10.4 to the
Company's Current Report on Form 8-K filed on June 30, 2015,
and incorporated by reference thereto).
10(y) Note Purchase Agreements with
James Maloy dated May 7, 2015 (filed as Exhibit 10.6 to
the Company's Current Report on Form 8-K filed on June 30,
2015, and incorporated by reference thereto).
29
10(z) Note Purchase Agreements with
Grace March dated May 19, 2015 (filed as Exhibit 10.6 to
the Company's Current Report on Form 8-K filed on June 30, 2015,
and incorporated by reference thereto).
14 Code of Ethics (filed as Exhibit 14
to the Company's Annual Report on Form 10-KSB filed on September
28, 2007 and incorporated by reference thereto).
21 Subsidiaries of the Registrant
Altamira Instruments, Inc., a Delaware Corporation, is a
wholly-owned subsidiary of the Company.
Scientific Bioprocessing, Inc., a Delaware Corporation, is
a wholly-owned subsidiary of the Company since November 2011.
Scientific Packaging Industries, Inc., a New York
corporation, is a wholly-owned inactive subsidiary of
the Company.
31.01 Certification of Chief Executive
Officer and Chief Financial Officer pursuant to Section
302 of Sarbanes-Oxley Act of 2002.
32.01 Certification of Chief Executive
Officer and Chief Financial Officer pursuant to Section
906 of Sarbanes-Oxley Act of 2002.
29
SIGNATURES
Pursuant to the requirements of Section13
or 15(d) of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
SCIENTIFIC INDUSTRIES, INC.
(Registrant)
/s/ Helena R. Santos
____________________
Helena R. Santos
President, Chief Executive
Officer, Treasurer
Chief Financial and Principal
Accounting Officer
Date: September 28, 2015
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities
and on the dates indicated.
Name Title Date
_______________________ __________________________ _________________
/s/ Helena R. Santos President and Treasurer (Chief September 28, 2015
Helena R. Santos Executive Officer and Financial
Officer) and Director
/s/ Joseph G. Cremonese Chairman of the Board September 28, 2015
Joseph G. Cremonese
/s/ Roger B. Knowles Director September 28, 2015
Roger B. Knowles
/s/ Grace S. Morin Director September 28, 2015
Grace S. Morin
/s/ James S. Segasture Director September 28, 2015
James S. Segasture
30
___________________________________________________________________________
SCIENTIFIC INDUSTRIES, INC.
AND SUBSIDIARIES
FINANCIAL STATEMENTS AND REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
AS OF AND FOR THE
YEARS ENDED JUNE 30, 2015 AND 2014
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
AS OF AND FOR THE YEARS ENDED JUNE 30, 2015 AND 2014
CONTENTS
Page
----
Report of independent registered public accounting firm F-1
Consolidated financial statements:
Balance sheets F-2
Statements of operations F-3
Statements of comprehensive income (loss) F-4
Statements of shareholders' equity F-5
Statements of cash flows F-6 - F-7
Notes to financial statements F-8 - F-24
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Scientific Industries, Inc.
Bohemia, New York
We have audited the accompanying consolidated balance
sheets of Scientific Industries, Inc. and subsidiaries
(the "Company") as of June 30, 2015 and 2014, and the
related consolidated statements of operations, comprehensive
income (loss), shareholders' equity and cash flows for
the years then ended. These consolidated financial statements
are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with the standards of
the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial
reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the
effectiveness of the Company's internal control over
financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
consolidated financial statements, assessing the accounting
principles used and significant estimates made by management,
as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the
consolidated financial position of Scientific Industries, Inc.
and subsidiaries as of June 30, 2015 and 2014, and the
consolidated results of its operations and its cash flows for
the years then ended in conformity with U.S. generally
accepted accounting principles.
/s/ Nussbaum Yates Berg Klein & Wolpow, LLP
___________________________________________
Nussbaum Yates Berg Klein & Wolpow, LLP
Melville, New York
September 28, 2015
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIDARIES
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2015 AND 2014
ASSETS
2015 2014
_________ _________
Current assets
Cash and cash equivalents $ 482,000 $ 493,700
Restricted cash 300,000 -
Investment securities 281,800 415,400
Trade accounts receivable, less
allowance for doubtful accounts
of $11,600 in 2015 and 2014 1,081,700 756,700
Inventories 2,213,700 2,309,200
Prepaid and other current assets 68,600 123,100
Deferred taxes 114,200 86,000
__________ __________
Total current assets 4,542,000 4,184,100
Property and equipment, net 235,200 252,100
Intangible assets, net 1,451,900 1,795,900
Goodwill 705,300 705,300
Other assets 52,500 28,200
Deferred taxes 154,500 146,200
__________ __________
Total assets $7,141,400 $7,111,800
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 227,600 $ 373,700
Customer advances 76,400 89,500
Accrued expenses and taxes 519,900 442,800
Contingent consideration,
current portion 106,800 109,000
Notes payable 200,000 26,700
__________ __________
Total current liabilities 1,130,700 1,041,000
Contingent consideration payable,
less current portion 260,300 391,000
__________ __________
Total liabilities 1,391,000 1,432,700
__________ __________
Shareholders' equity:
Common stock, $.05 par value;
authorized 7,000,000 shares;
issued 1,508,914 shares in 2015
and 1,488,914 in 2014 75,400 74,400
Additional paid-in capital 2,486,700 2,420,700
Accumulated other comprehensive
income (loss) (3,300) 1,100
Retained earnings 3,244,000 3,235,300
__________ __________
5,802,800 5,731,500
Less common stock held in treasury at
cost, 19,802 shares 52,400 52,400
__________ __________
Total shareholders' equity 5,750,400 5,679,100
__________ __________
Total liabilities and
shareholders' equity $7,141,400 $7,111,800
========== ==========
See notes to consolidated financial statements.
F-2
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIDARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30, 2015 AND 2014
2015 2014
__________ ____________
Revenues $7,848,400 $6,793,200
Cost of revenues 4,726,800 4,178,900
__________ __________
Gross profit 3,121,600 2,614,300
__________ __________
Operating expenses:
General and administrative 1,700,900 1,513,400
Selling 1,045,300 792,900
Research and development 392,200 426,700
__________ __________
Total operating expenses 3,138,400 2,733,000
__________ __________
Loss from operations (16,800) (118,700)
__________ __________
Other income (expense):
Interest income 4,300 -
Other income 9,400 14,800
Interest expense (4,200) (3,100)
__________ __________
Total other income 9,500 11,700
__________ __________
Loss before income tax
expense (benefit) (7,300) (107,000)
__________ __________
Income tax expense (benefit):
Current 18,700 400
Deferred ( 34,700) ( 32,100)
__________ __________
Total income tax benefit ( 16,000) ( 31,700)
__________ __________
Net income (loss) $ 8,700 $ ( 75,300)
========== ==========
Basic earnings (loss) per common share $ .01 $ (.05)
======= =======
Diluted earnings (loss) per common share $ .01 $ (.05)
======= =======
Weighted average common shares
outstanding, basic 1,478,126 1,385,054
========= =========
Weighted average common shares
outstanding, assuming dilution 1,479,882 1,385,054
========= =========
See notes to consolidated financial statements.
F-3
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIDARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
FOR THE YEARS ENDED JUNE 30, 2015 AND 2014
2015 2014
__________ __________
Net income (loss) $ 8,700 $ (75,300)
Other comprehensive income (loss):
Unrealized holding gain (loss)
arising during period,
net of tax (4,400) 14,700
__________ __________
Comprehensive income (loss) $ 4,300 $ (60,600)
========== ==========
See notes to consolidated financial statements.
F-4
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED JUNE 30, 2015 AND 2014
Common Stock Additional Accumulated
______________ Paid-in Other Compr-
Shares Amount Capital ehensive Gain
(Loss)
_______ _______ __________ _____________
Balance, July 1, 2013 1,357,465 $67,900 $1,977,100 $ (13,600)
Net loss - - - -
Unrealized holding gain
on investment securities,
net of tax - - - 14,700
Exercise of stock options 5,000 200 6,500 -
Issuance of common stock 126,449 6,300 421,100 -
Stock-based compensation - - 16,000 -
Cash dividend declared
and paid, $.08 per share - - - -
_________ _______ __________ ___________
Balance, June 30, 2014 1,488,914 74,400 2,420,700 1,100
Net income - - - -
Unrealized holding loss
on investment securities,
net of tax - - - (4,400)
Exercise of stock options 20,000 1,000 50,200 -
Stock-based compensation - - 10,900 -
Income tax benefit of
stock options exercised - - 4,900 -
_________ _______ __________ _________
Balance, June 30, 2015 1,508,914 $75,400 $2,486,700 $ (3,300)
========= ======= ========== =========
See notes to consolidated financial statements.
F-5
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (CONTINUED)
YEARS ENDED JUNE 30, 2015 AND 2014
Total
Retained Treasury Stock Shareholders'
______________
Earnings Shares Amount Equity
__________ ______ _______ ____________
Balance, July 1 , 2013 $3,418,000 19,802 $52,400 $5,397,000
Net loss (75,300) - - (75,300)
Unrealized holding gain
on investment securities,
net of tax - - - 14,700
Exercise of stock options - - - 6,700
Issuance of common stock - - - 427,400
Stock-based compensation - - - 16,000
Cash dividend paid, $.08
per share (107,400) - - (107,400)
__________ _______ ________ ___________
Balance, June 30, 2014 $3,235,300 19,802 $52,400 $5,679,100
Net income 8,700 - - 8,700
Unrealized holding loss
on investment securities,
net of tax - - - (4,400)
Exercise of stock options - - - 51,200
Stock-based compensation - - - 10,900
Income tax benefit of
stock options exercised - - - 4,900
__________ _______ ________ ___________
Balance, June 30, 2015 $3,244,000 19,802 $52,400 $5,750,400
========== ======= ======== ===========
See notes to consolidated financial statements.
F-5
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2015 AND 2014
2015 2014
__________ __________
Operating activities:
Net income (loss) $ 8,700 $ ( 75,300)
__________ __________
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Depreciation and amortization 434,800 262,800
Deferred income tax benefit (34,700) (32,100)
Loss on sale of investment securities 4,200 19,500
Income tax benefit of stock options
exercised 4,900 -
Stock-based compensation 10,900 16,000
Changes in operating assets and
liabilities, net of effect of
acquisition:
Trade accounts receivable (325,000) 59,200
Inventories 95,500 (459,600)
Prepaid and other current assets 54,500 ( 64,100)
Other assets ( 24,300) ( 4,100)
Accounts payable (146,100) 216,900
Customer advances (13,100) 73,600
Accrued expenses and taxes 77,100 22,200
__________ __________
Total adjustments 138,700 110,300
__________ __________
Net cash provided by
operating activities 147,400 35,000
__________ __________
Investing activities, net of effect
of acquisition:
Increase in restricted cash (300,000) -
Payment for assets acquired in
acquisition - (700,000)
Purchase of investment securities,
available for sale ( 3,800) ( 25,000)
Redemption of investment securities,
available for sale 127,000 518,800
Capital expenditures (67,300) (49,900)
Purchase of other intangible assets ( 6,600) ( 2,900)
_________ _________
Net cash used in investing activities (250,700) (259,000)
_________ _________
Financing activities:
Proceeds from notes 200,000 -
Line of credit proceeds 250,000 150,000
Line of credit repayments (250,000) (150,000)
Payment of contingent consideration (132,900) (30,600)
Proceeds from exercise of stock options 51,200 6,700
Cash dividend declared and paid - (107,400)
Principal payments on note payable (26,700) (78,300)
__________ _________
Net cash provided by (used in)
financing activities 91,600 (209,600)
__________ _________
F-6
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE YEARS ENDED JUNE 30, 2015 AND 2014
2015 2014
__________ __________
Net decrease in cash and
cash equivalents ( 11,700) (433,600)
Cash and cash equivalents, beginning
of year 493,700 927,300
_________ __________
Cash and cash equivalents, end of year $ 482,000 $ 493,700
========= ==========
Supplemental disclosures:
Cash paid during the period for:
Income taxes $ 1,800 $ 152,100
Interest 4,200 3,100
See Note 2 for non-cash investing and financing activities
See notes to consolidated financial statements.
F-7
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED JUNE 30, 2015 AND 2014
1. Summary of Significant Accounting Policies
Nature of Operations
Scientific Industries, Inc. and its subsidiaries (the
"Company") design, manufacture, and market a variety of
benchtop laboratory equipment, bioprocessing products
and catalyst research instruments. The Company is
headquartered in Bohemia, New York where it produces
benchtop laboratory equipment for research and has another
location in Pittsburgh, Pennsylvania, where it produces a
variety of custom-made catalyst research instruments and
designs bioprocessing products, and an administrative
facility in Oradell, New Jersey related to benchtop
laboratory equipment. The equipment sold by the Company
includes mixers, shakers, stirrers, refrigerated incubators,
pharmacy balances and scales, catalyst characterization
instruments, reactor systems and high throughput systems.
The Company also sublicenses certain patents and technology
under a license with the University of Maryland, Baltimore
County, and receives royalty fees from the sublicenses.
Principles of Consolidation
The accompanying consolidated financial statements include
the accounts of Scientific Industries, Inc., Scientific
Packaging Industries, Inc., an inactive wholly-owned subsidiary,
Altamira Instruments, Inc. ("Altamira"), a Delaware corporation
and wholly-owned subsidiary, and Scientific Bioprocessing, Inc.
("SBI"), a Delaware corporation and wholly-owned subsidiary,
(all collectively referred to as the "Company"). All material
intercompany balances and transactions have been eliminated.
Revenue Recognition
Revenue from product sales is recognized when all the following
criteria are met:
* Persuasive evidence of an arrangement exists, including
receipt of a written purchase order agreement which is binding
on the customer.
* Goods are shipped and title passes.
* Prices are fixed and determinable.
* Collectability is reasonably assured.
* All material obligations under the agreement have been
substantially performed.
Revenues are net of normal discounts. Shipping and handling fees
billed to customers are included in net revenues, while the
related costs are included in cost of revenues.
Substantially all orders are F.O.B. shipping point, all sales
are final without right of return or payment contingencies, and
there are no special sales arrangements or agreements with any
customers.
Royalty revenue received under the Company's sublicenses is
recorded net of payments due to its licensors.
F-8
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2015 AND 2014
1. Summary of Significant Accounting Policies (Continued)
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments
purchased with a maturity of 90 days or less to be cash
equivalents. At times, cash balances may be in excess of the
Federal Deposit Insurance Corporation ("FDIC") insurance limit.
As of June 30, 2015 and 2014, $50,000 and $52,800 respectively
of cash balances were in excess of such limit.
Accounts Receivable
In order to record the Company's accounts receivable at their
net realizable value, the Company must assess their collectability.
A considerable amount of judgment is required in order to make
this assessment, including an analysis of historical bad debts
and other adjustments, a review of the aging of the Company's
receivables, and the current creditworthiness of the Company's
customers. The Company has recorded allowances for receivables
which it considered uncollectible, including amounts for the
resolution of potential credit and other collection issues such
as disputed invoices, customer satisfaction claims and pricing
discrepancies. However, depending on how such potential issues
are resolved, or if the financial condition of any of the
Company's customers was to deteriorate and its ability to make
required payments became impaired, increases in these allowances
may be required. The Company actively manages its accounts
receivable to minimize credit risk. The Company does not obtain
collateral for its accounts receivable.
Customer Advances
In the ordinary course of business, customers may make advance
payments for purchase orders. Such amounts, when received, are
categorized as liabilities under the caption customer advances.
Investment Securities
Securities available for sale are carried at fair value with
unrealized gains or losses reported in a separate component of
shareholders' equity. Realized gains or losses are
determined based on the specific identification method.
Inventories
Inventories are valued at the lower of cost (determined on a
first-in, first-out basis) or market value, and have been
reduced by an allowance for excess and obsolete inventories.
The estimate is based on management's review of inventories
on hand compared to estimated future usage and sales. Cost of
work-in-process and finished goods inventories include material,
labor and manufacturing overhead.
F-9
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2015 AND 2014
1. Summary of Significant Accounting Policies (Continued)
Property and Equipment
Property and equipment are stated at cost. Depreciation of
property and equipment is provided for primarily by the
straight-line method over the estimated useful lives of the
assets. Leasehold improvements are amortized by the straight-
line method over the remaining term of the related lease or
the estimated useful lives of the assets, whichever is
shorter.
Intangible Assets
Intangible assets consist primarily of acquired technology,
customer relationships, non-compete agreements, patents,
licenses, websites, intellectual property and research and
development ("IPR&D"), trademarks and trade names. All
intangible assets are amortized on a straight-line basis
over the estimated useful lives of the respective assets,
generally 3 to 10 years. The Company continually evaluates
the remaining estimated useful lives of intangible assets
that are being amortized to determine whether events or
circumstances warrant a revision to the remaining period
of amortization.
Goodwill and Long-Lived Assets
Goodwill represents the excess of purchase price over the
fair value of identifiable net assets acquired in a
business combination. Goodwill and long-lived intangible
assets are tested for impairment at least annually in
accordance with the provisions of ASC No. 350, "Intangibles-
Goodwill and Other" ("ASC No. 350"). ASC No. 350 requires
that goodwill be tested for impairment at the reporting
unit level (operating segment or one level below an operating
segment) on an annual basis and between annual tests if
an event occurs or circumstances change that would more
likely than not reduce the fair value of a reporting unit
below its carrying value. Application of the goodwill
impairment test requires judgment, including the
identification of reporting units, assignment of assets
and liabilities to reporting units, assignment of goodwill
to reporting units, and determination of the fair value of
each reporting unit. The Company tests goodwill and
long-lived assets annually as of June 30, the last day
of its fiscal year, unless an event occurs that would
cause the Company to believe the value is impaired at
an interim date. The Company concluded as of June 30,
2015 and 2014 there was no impairment of goodwill or
intangible assets.
Impairment of Long-Lived Assets
The Company follows the provisions of ASC No. 360-10,
"Property, Plant and Equipment - Impairment or Disposal
of Long-Lived Assets ("ASC No. 360-10"). ASC No. 360-10 which
requires evaluation of the need for an impairment charge
relating to long-lived assets whenever events or changes in
circumstances indicate that the carrying amount of an asset
may not be recoverable. If an evaluation for impairment is
required, the estimated future undiscounted cash flows
associated with the asset would be compared to the asset's
carrying amount to determine if a write down to a new
depreciable basis is required. If required, an impairment
charge is recorded based on an estimate of future discounted
cash flows. No impairment change has been recorded for the
years ended June 30, 2015 and 2014.
F-10
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2015 AND 2014
1. Summary of Significant Accounting Policies (Continued)
Income Taxes
The Company and its subsidiaries file a consolidated U.S.
federal income tax return. Income taxes are accounted for
under the asset and liability method. The Company provides
for federal, and state income taxes currently payable, as
well as for those deferred due to timing differences between
reporting income and expenses for financial statement purposes
versus tax purposes. Deferred tax assets and liabilities are
recognized for the future tax consequences attributed to
temporary differences between the financial statement carrying
amounts of existing assets and liabilities and their respective
tax bases. Deferred tax assets and liabilities are measured
using enacted income tax rates expected to apply to taxable
income in the years in which those temporary differences are
expected to be recovered or settled. The effect of a change
in income tax rates is recognized as income or expense in
the period that includes the enactment date.
The Company recognizes the effect of income tax positions only
if those positions are more likely than not of being sustained.
Recognized income tax positions are measured at the largest
amount that is greater than 50% likely of being realized.
Changes in recognition or measurement are reflected in the
period in which the change in judgment occurs.
Advertising
Advertising costs are expensed as incurred. Advertising
expense amounted to $79,400 and $53,200 for the years ended
June 30, 2015 and 2014, respectively.
Research and Development
Research and development costs consisting of expenses for
activities that are useful in developing and testing new
products, as well as expenses that may significantly improve
existing products, are expensed as incurred.
Stock Compensation Plan
The Company has a ten-year stock option plan (the "2012 Plan")
which provides for the grant of options to purchase up to 100,000
shares of the Company's Common Stock, par value $.05 per share
("Common Stock"), plus 57,000 shares under options previously
granted under the 2002 Stock Option Plan of the Company (the
"Prior Plan"). The 2012 Plan provides for the granting of
incentive or non-incentive stock options as defined in the
2012 Plan and options under the 2012 Plan may be granted until
2022. Incentive stock options may be granted to employees at an
exercise price equal to 100% (or 110% if the optionee owns
directly or indirectly more than 10% of the outstanding voting
stock) of the fair market value of the shares of Common Stock
on the date of the grant which shall not be less than the book
value per share of Common Stock as of the end of the most recent
fiscal quarter. Non-incentive stock options shall be granted at
the fair market value of the shares of Common Stock on the date
of grant, which shall not be less than the per share book value.
At June 30, 2015 and 2014, 84,500 and 82,000 shares respectively,
of Common Stock were available for grant of options under the
2012 Plan.
F-11
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2015 AND 2014
1. Summary of Significant Accounting Policies (Continued)
Stock Compensation Plan (Continued)
Stock-based compensation is accounted for in accordance with ASC
No. 718 "Compensation-Stock Compensation" ("ASC No. 718") which
requires compensation costs related to stock-based payment
transactions to be recognized. With limited exceptions, the
amount of compensation cost is measured based on the grant-date
fair value of the equity or liability instruments issued. In
addition, liability awards are measured at each reporting period.
Compensation costs are recognized over the period that an employee
provides service in exchange for the award. During the years ended
June 30, 2015 and 2014, the Company granted 4,000 and 11,000 options
to employees and the Chairman of the Board of Directors that had a
fair value of $7,100 and $19,500, respectively. The fair value of
the options granted during fiscal year 2015 and 2014 were determined
using the Black-Scholes-Merton option-pricing model. The weighted
average assumptions used for fiscal 2015 and 2014, was an expected
life of 10 years; risk free interest rate of 1.93% and 2.75%;
volatility of 52% and 62%, and dividend yield of 0% and 2.92%.
The Company did not declare dividends during the year ende June 30,
2015 and does not anticipate declaring dividends in the foreseeable
future. Therefore a zero value for the expected dividend value
factor was used to determine the fair value of options granted
during 2015. The weighted-average value per share of the options
granted in 2015 and 2014 was $1.77 and $1.75, and total stock-based
compensation costs were $10,900 and $16,000 for the years ended
June 30, 2015 and 2014, respectively. Stock-based compensation
costs related to nonvested awards expected to be recognized in
the future are $3,300 and $9,000 as of June 30, 2015 and 2014,
respectively.
Use of Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America and pursuant to the rules and regulations of the U.S.
Securities and Exchange Commission requires management to make
estimates and judgments that affect the amounts reported in the
financial statements and accompanying notes. Estimates are used
for, but not limited to, the allowance for doubtful accounts,
slow-moving inventory reserves, depreciation and amortization,
assumptions made in valuing equity instruments issued for
services, and the fair values of intangibles and goodwill.
The actual results experienced by the Company may differ
materially from management's estimates.
Earnings (Loss) Per Common Share
Basic earnings (loss) per common share is computed by dividing net
income (loss) by the weighted-average number of shares outstanding.
Diluted earnings per common share includes the dilutive effect of
stock options.
New Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board ("FASB")
issued ASU 2014-09, Revenue from Contracts with Customers amending
revenue recognition requirements for multiple-deliverable revenue
arrangements. This update provides guidance on how revenue is
recognized to depict the transfer of promised goods or services to
customers in an amount
F-12
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2015 AND 2014
1. Summary of Significant Accounting Policies (Continued)
New Accounting Pronouncements (Continued)
that reflects the consideration to which the entity expects to
be entitled in exchange for the goods or services.
This determination is made in five steps: (i) identify the contract
with the customer: (ii) identify the performance obligations in the
contract; (iii) determine the transaction price; (iv) allocate the
transaction price to the performance obligations in the contract;
and (v) recognize revenue when (or as) the entity satisfies a
performance obligation. In July 2015, the FASB deferred the effective
date to fiscal years beginning after December 15, 2018, or the
Company's June 30, 2020, and early adoption of the standard is
permitted, but not before the original effective date of December
15, 2017. The Company is evaluating the effect this guidance will
have on the consolidated financial statements and related disclosures.
In June 2014, the FASB issued ASU 2014-12, Compensation - Stock
Compensation (Topic 718): Accounting for Share-Based Payments
When the Terms of an Award Provide that a Performance Target
Could be Achieved After the Requisite Service Period. This update
affects reporting entities that grant their employee's targets
that affects vesting could be achieved after the requisite service
period. The new standard requires that a performance target that
affects vesting and that could be achieved after the requisite
services priod be treated as a performance condition. The new
standard will be effective for the Company beginning July 1, 2016,
and early adoption is permitted. The Company expects the adoption
will not have a material impact on its financial condition,
results of operations or cash flows.
In July 2015, the FASB issued ASU No. 2015-11, "Inventory:
Simplifying the Measurement of Inventory", that requires
inventory not measured using either the last in, first out
(LIFO) or the retail inventory method to be measured at the
lower of cost and net realizable value. Net realizable value
is the estimated selling prices in the ordinary course of
business, less reasonably predictable cost of completion,
disposal and transportation. The new standard will be effective
for fiscal years beginning after December 15, 2016, including
interim periods within those fiscal years, and will be applied
prospectively. Early adoption is permitted. The Company is
evaluating the impact that this standard will have on its
consolidated financial statements.
2. Acquisition
On February 26, 2014, the Company acquired substantially all
the assets of a privately owned company consisting principally
of inventory, fixed assets, and intangible assets related
to the production and sale of a variety of laboratory and
pharmacy balances and scales. The acquisition was pursuant to
an asset purchase agreement whereby the Company paid the
sellers $700,000 in cash, 126,449 shares of Common Stock
valued at $427,500 and agreed to make additional cash payments
based on a percentage of net sales of the business acquired
equal to 8% for the period ending June 30, 2014 annualized,
9% for the year ending June 30, 2015, 10% for the year ending
June 30, 2016 and 11% for the year ending June 30, 2017,
estimated at a present value of $460,000 on the date of
acquisition. Payments related to this contingent consideration
for each period are due in September following the fiscal
year. Contingent consideration payments made under all
acquisitions during the years ended June 30, 2015 and 2014
amounted to $132,900 and $30,600, respectively.
The products, which are similar to the Company's other Benchtop
Laboratory Equipment, and in many cases used by the same customers,
are marketed under the Torbal(R) brand. The principal customers are
pharmacies, pharmacy schools, universities, government
laboratories, and industries utilizing a precision scale. The
products are sold primarily on a direct basis, including through
the Company's e-commerce site.
F-13
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2015 AND 2014
2. Acquisition (Continued)
Management of the Company allocated the purchase price based on
its valuation of the assets acquired, as follows:
Current assets $ 144,000
Property and equipment 118,100
Goodwill* 115,400
Other intangible assets 1,210,000
___________
Total Purchase Price $ 1,587,500
===========
*See Note 7, "Goodwill and Other Intangible Assets".
Of the $1,210,000 of the acquired other intangible assets,
$570,000 was assigned to technology and websites with a useful
life of 5 years, $120,000 was assigned to customer relationships
with an estimated useful life of 9 years, $140,000 was assigned
to the trade name with an estimated useful life of 6 years,
$110,000 was assigned to the IPR&D with an estimated useful
life of 3 years, and $270,000 was assigned to non-compete agreements
with an estimated useful life of 5 years.
In connection with the acquisition, the Company entered into a
three-year employment agreement with the previous Chief Operating
Officer of the acquired business as President of the Company's new
Torbal Division and Director of Marketing for the Company. The
agreement may be extended by mutual consent for an additional
two years.
Pro forma results
The unaudited pro forma condensed consolidated financial
information in the table below summarizes the consolidated
results of operations of the Company including its new Torbal
Division, on a pro forma basis, as though the companies had
been consolidated as of the beginning of the fiscal year
ended June 30, 2014. The unaudited pro forma condensed
financial information presented below is for informational
purposes only and is not intended to represent or be
indicative of the consolidated results of the operations
that would have been achieved if the acquisition had been
completed as of the commencement of the fiscal year presented.
In addition, the Company was unable to obtain audited
historical information and, therefore the information
presented is based on management's best judgment and the
effects of the acquisition including amortization expense
and excluding total acquisition related costs incurred of
$79,500 for the year ended June 30, 2014:
2014
__________
Revenues
$7,623,200
Net income (loss) $ (69,300)
Net income (loss) per
share - basic $ (.05)
Net income (loss) per
share - diluted $ (.05)
F-14
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2015 AND 2014
3. Segment Information and Concentrations
The Company views its operations as three segments: the
manufacture and marketing of standard benchtop laboratory
equipment for research in university, hospital and industrial
laboratories sold primarily through laboratory equipment
distributors and laboratory and pharmacy balances and scales
("Benchtop Laboratory Equipment Operations"), the manufacture
and marketing of custom-made catalyst research instruments
for universities, government laboratories, and chemical and
petrochemical companies sold on a direct basis ("Catalyst
Research Instruments Operations") and the design and marketing
of bioprocessing systems and products and related royalty
income ("Bioprocessing Systems").
Segment information is reported as follows:
Benchtop Catalyst Bio- Corporate
Laboratory Research processing and Conso-
Equipment Instruments Systems Other lidated
__________ ___________ __________ _________ __________
June 30, 2015:
Revenues $5,410,500 $2,315,900 $ 122,000 $ - $7,848,400
Foreign Sales 2,584,100 1,322,400 - - 3,906,500
Income (Loss)
From Operations 90,600 19,700 ( 127,100) - ( 16,800)
Assets 4,240,100 1,614,400 736,400 550,500 7,141,400
Long-Lived Asset
Expenditures 65,300 1,000 7,600 - 73,900
Depreciation and
Amortization 302,000 34,800 98,000 - 434,800
Benchtop Catalyst Bio- Corporate
Laboratory Research processing and Conso-
Equipment Instruments Systems Other lidated
__________ ___________ __________ _________ __________
June 30, 2014:
Revenues $4,679,100 $1,923,300 $ 190,800 $ - $6,793,200
Foreign Sales 2,617,300 866,900 2,000 - 3,486,200
Income (Loss)
From Operations 156,000 ( 145,700) ( 49,500) ( 79,500) (118,700)
Assets 4,129,100 1,535,300 799,800 647,600 7,111,800
Long-Lived Asset
Expenditures 1,476,500 11,300 8,500 - 1,496,300
Depreciation and
Amortization 130,900 35,000 96,900 - 262,800
F-15
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2015 AND 2014
4. Fair Value of Financial Instruments
The Financial Accounting Standards Board defines the fair value of
financial instruments as the amount that would be received to sell
an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. Fair value
measurements do not include transaction costs.
The accounting guidance also expands the disclosure requirements
around fair value and establishes a fair value hierarchy for
valuation inputs. The hierarchy prioritizes the inputs into
three levels based on the extent to which inputs used in measuring
fair value are observable in the market. Each fair value measurement
is reported in one of the three levels, which is determined by the
lowest level input that is significant to the fair value measurement
in its entirety. These levels are described below:
Level 1 Inputs that are based upon unadjusted quoted prices
for identical instruments traded in active markets.
Level 2 Quoted prices in markets that are not considered to
be active or financial instruments for which all significant inputs
are observable, either directly or indirectly.
Level 3 Prices or valuation that require inputs that are both
significant to the fair value measurement and unobservable.
The following tables set forth by level within the fair value
hierarchy the Company's financial assets that were accounted for
at fair value on a recurring basis at June 30, 2015 and 2014
according to the valuation techniques the Company used to determine
their fair values:
Fair Value Measurements Using Inputs
Considered as
Assets:
Fair Value at
June 30, 2015 Level 1 Level 2 Level 3
______________ __________ _______ ________
Cash and cash equivalents $ 482,000 $ 482,000 $ - $ -
Restricted cash 300,000 300,000 - -
Available for sale securities 281,800 281,800 - -
__________ __________ _______ ________
Total $1,063,800 $1,063,800 $ - $ -
========== ========== ======= ========
Liabilities:
Contingent consideration $ 367,100 $ - $ - $367,100
========== ========== ======= ========
Fair Value Measurements Using Inputs
Considered as
Assets:
Fair Value at
June 30, 2014 Level 1 Level 2 Level 3
______________ __________ _______ ________
Cash and cash equivalents $ 493,700 $ 493,700 $ - $ -
Available for sale securities 415,400 415,400 - -
__________ __________ _______ ________
Total $ 909,100 $ 909,100 $ - $ -
========== ========== ======= ========
Liabilities:
Contingent consideration $ 500,000 $ - $ - $500,000
========== ========== ======= ========
F-16
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2015 AND 2014
4. Fair Value of Financial Instruments (Continued)
Investments in marketable securities classified as available-for-sale
by security type at June 30, 2015 and 2014 consisted of the following:
Unrealized
Fair Holding Gain
Cost Value (Loss)
____________ _________ ____________
At June 30, 2015:
Available for sale:
Equity securities $ 29,300 $ 35,800 $ 6,500
Mutual funds 255,800 246,000 ( 9,800)
__________ _________ __________
$ 285,100 $ 281,800 $ ( 3,300)
========== ========= ==========
Unrealized
Fair Holding Gain
Cost Value (Loss)
____________ _________ ____________
At June 30, 2014:
Available for sale:
Equity securities $ 29,300 $ 38,500 $ 9,200
Mutual funds 385,000 376,900 ( 8,100)
__________ _________ __________
$ 414,300 $ 415,400 $ 1,100
========== ========= ==========
5. Inventories
2015 2014
__________ __________
Raw materials $1,420,800 $1,617,100
Work-in-process 442,900 366,200
Finished goods 350,000 325,900
__________ __________
$2,213,700 $2,309,200
========== ==========
6. Property and Equipment
Useful Lives
(Years) 2015 2014
____________ __________ __________
Automobiles 5 $ 14,900 $ 14,900
Computer equipment 3-5 159,000 155,800
Machinery and equipment 3-7 741,600 744,800
Furniture and fixtures 4-10 205,900 206,900
Leasehold improvements 3-10 29,100 72,800
_________ _________
1,150,500 1,195,200
Less accumulated depreciation
and amortization 915,300 943,100
_________ _________
$ 235,200 $ 252,100
========= =========
Depreciation expense was $84,200 and $71,900 for the years ended
June 30, 2015 and 2014, respectively.
F-17
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2015 AND 2014
7. Goodwill and Other Intangible Assets
Goodwill represents the excess of the purchase price over the fair value
of the net assets acquired in connection with the Company's acquisitions.
Goodwill amounted to $705,300 at June 30, 2015 and 2014, all of which is
expected to be deductible for tax purposes.
The components of other intangible assets are as follows:
Useful Accumulated
Lives Cost Amortization Net
______ ________ ____________ _________
At June 30, 2015:
Technology, trademarks 5/10 yrs. $1,226,800 $ 624,200 $ 602,600
Trade names 6 yrs. 140,000 31,100 108,900
Websites 5 yrs. 210,000 56,000 154,000
Customer relationships 9/10 yrs. 357,000 236,200 120,800
Sublicense agreements 10 yrs. 294,000 106,600 187,400
Non-compete agreements 5 yrs. 384,000 182,700 201,300
IPR&D 3 yrs. 110,000 48,900 61,100
Other intangible assets 5 yrs. 164,000 148,200 15,800
__________ _________ _________
$2,885,800 $1,433,900 $1,451,900
========== ========= =========
Useful Accumulated
Lives Cost Amortization Net
______ ________ ____________ _________
At June 30, 2014:
Technology, trademarks 5/10 yrs. $1,226,800 $ 489,100 $ 737,700
Trade names 6 yrs. 140,000 7,800 132,200
Websites 5 yrs. 210,000 14,000 196,000
Customer relationships 9/10 yrs. 357,000 215,800 141,200
Sublicense agreements 10 yrs. 294,000 77,200 216,800
Non-compete agreements 5 yrs. 384,000 126,300 257,700
IPR&D 3 yrs. 110,000 12,200 97,800
Other intangible assets 5 yrs. 157,400 140,900 16,500
__________ _________ _________
$2,879,200 $1,083,300 $1,795,900
========== ========= =========
Total amortization expense was $350,600 and $190,900 in 2015 and 2014,
respectively.
Estimated future amortization expense of intangible assets is as follows:
Fiscal Years
____________
2016 $ 353,300
2017 337,000
2018 324,000
2019 246,600
2020 80,400
Thereafter 110,600
_______________
$ 1,451,900
===============
F-18
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2015 AND 2014
8. Lines of Credit
In June 2015, the Company obtained two new lines of credit with
First National Bank of Pennsylvania - an Export-Related Revolving
Line of Credit which is guaranteed by the Export-Import Bank of the
United States which provides for export-related borrowings of up
to $998,500 through June 2016 bearing interest at prime plus 2% and
an annual fee of 1.75% and a second one-year Demand Line of Credit
which provides for borrowings of up to $300,000 for regular working
capital needs, bearing interest at prime, currently 3.25%, which is
collaterized by a cash collateral account of $300,000 which will be
released upon certain financial criteria being met or the line being
paid and terminated, whichever comes first. The agreement contains a
financial covenant requiring the Company to maintain a minimum net
worth and advances on both lines are also secured by a pledge of the
Company's assets including inventory, accounts, chattel paper,
equipment and general intangibles of the Company. As of June 30, 2015
there were no borrowings under either line. The Company previously
had a line of credit with Bank of America Merrill Lynch which provided
for maximum borrowings of up to $700,000, bearing interest at 3.00
percentage points over the London Interbank Offered Rates Index and
secured by a pledge of collateral consisting of the inventory,
accounts, chattel paper, and equipment and fixtures of the Company.
The Company did not have any amounts outstanding under the line at
June 30, 2014 and the line was cancelled in June 2015.
9. Notes Payable
The Company had a note payable with a balance of $26,700 at June 30,
2014 bearing interest at 3.25% that was paid in 2015.
In May 2015, the Company borrowed $200,000 under unsecured notes from
two shareholders, one of whom is a Director of the Company, due in May
2016, with interest at 5% payable on the due date. These notes are
subordinated to the bank line of credit described in Note 8.
10. Employee Benefit Plans
The Company has a 401(k) profit sharing plan covering all its employees,
which provides for voluntary employee salary contributions not to exceed
the statutory limitations provided by the Internal Revenue Code. The plan
provides for Company matching contribution equal to 100% of employee's
deferral up to 3% of pay, plus 50% of employee's deferral over 3% of pay
up to 5%. Previously, the Company had two separate plans. Total matching
contributions amounted to $66,400 and $49,600 for the years ended June
30, 2015 and 2014, respectively.
11. Commitments and Contingencies
The Company entered into a lease in August 2014 for its new Bohemia,
New York premises through February 2025 which requires minimum annual
rental payments plus other expenses, including real estate taxes and
insurance. The future minimum annual rental expense, computed on a
straight-line basis, is approximately $169,800 under the terms of the
new lease. Rental expense for the Bohemia facility under its current
and old lease amounted to approximately $199,400 in 2015 and $239,800
in 2014. Accrued rent, payable in future years, amounted to $46,700
and $18,700 at June 30, 2015 and 2014, respectively.
F-19
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2015 AND 2014
11. Commitments and Contingencies (Continued)
The Company is also obligated under an operating lease for its
facility in Pittsburgh, Pennsylvania, which requires monthly minimum
rental payments through November 2017, plus common area expenses.
Total rent expense for the Pittsburgh facility was $99,000 and
$95,000 for the fiscal years ended June 30, 2015 and 2014,
respectively.
In addition, the Company's new Torbal division was operating from
a Clifton, New Jersey facility and as of mid-July 2014 moved to a
significantly smaller office facility in Oradell, New Jersey from
which it performs its sales and marketing functions. The Company
was obligated under a previous agreement to pay $24,000 for an early
lease termination for the Clifton facility. Total rent expense for
the New Jersey facilities, including the fee in 2014, was $25,700
and $47,900 for the years ended June 30, 2015 and 2014, respectively.
The Company's approximate future minimum rental payments under all
operating leases are as follows:
Fiscal Years
____________
2016 $ 255,600
2017 264,000
2018 205,000
2019 174,000
2020 179,300
Thereafter 475,900
___________
$ 1,553,800
===========
The Company has employment contracts with its President providing
for an annual base salary of $157,100 and $154,000 for the fiscal
years ending June 30, 2016 and 2015 and with its Executive Vice
President providing for an annual base salary of $141,800 and $139,000
for the fiscal years ending June 30, 2016 and 2015, respectively.
Both contracts also provide for discretionary performance bonuses.
No bonuses were awarded for the fiscal year ended June 30, 2015 or
2014 to either executive except for a stock option granted to the
Executive Vice President during the year ended June 30, 2014, valued
at $3,500 using the Black-Scholes-Merton option pricing model.
The Company has an employment contract with the President of Altamira
through June 30, 2016, which may be extended by mutual consent for an
additional year. The contract provides for an annual base salary of
$142,800 and $140,000 for each of the fiscal years ending June 30,
2016 and 2015, respectively, plus discretionary bonuses. No bonuses
were awarded for the fiscal years ended June 30, 2015 or 2014, except
for a stock option granted during the year ended June 30, 2014,
valued at $3,500 using the Black-Scholes-Merton option pricing model.
F-20
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2015 AND 2014
11. Commitments and Contingencies (Continued)
The Company has an employment agreement dated February 2014 with
the President of its Torbal Division which expires in February 2017,
which may be extended by mutual consent for another two years. The
contract provides for an annual base salary of $140,000 subject to
increases commencing with the second year based on percentage
increases in the Consumer Price Index ("CPI") from the end of the
immediately preceding year's CPI plus discretionary bonuses. No
bonuses were awarded during the fiscal years ended June 30, 2015
or 2014, however as part of the employment agreement, he was awarded
a 4,000 and 2,000 share stock option during the years ended June 30,
2015 and 2014 valued at $7,100 and $3,900 using the Black-Scholes-
Merton option pricing model, respectively. In addition, he is to
be granted, subject to his continued employment in February 2016
and 2017 options for 5,000 shares and 6,000 shares, respectively.
The Company has a consulting agreement which expires on December
31, 2015 with an affiliate of the Chairman of the Board of Directors
for marketing consulting services. The agreement provides that the
consultant be paid a monthly fee of $3,600 for a certain number of
consulting days as defined in the agreement. Stock options were
granted to the Chairman of the Board of Directors valued at $8,700
during the year ended June 30, 2014. Consulting expense related to
this agreement amounted to $43,200 and $50,100 for the years ended
June 30, 2015 and 2014, respectively.
The Company has a consulting agreement which expires December 31,
2015 with another member of its Board of Directors for administrative
services providing that the consultant be paid at the rate of $85
per hour. Consulting expense related to this agreement amounted to
$4,300 and $5,700 for the fiscal years ended June 30, 2015 and 2014,
respectively.
12. Income Taxes
The reconciliation of the provision for income taxes at the federal
statutory rate of 35% to the actual tax expense or benefit for the
applicable fiscal year was as follows:
2015 2014
__________________ _________________
% of % of
Pre-tax Pre-tax
Amount Income Amount Income
_______ _______ ________ _______
Computed "expected" income
tax (benefit $( 2,600) (35.0%) $(37,500) (35.0%)
Research and development
credits (11,200) (153.4) ( 1,600) ( 1.5)
Other, net (2,200) (30.7) 7,400 6.9
_________ _______ _________ ______
Income tax expense (benefit) $(16,000) (219.1%) $(31,700) (29.6%)
========= ======= ========= ======
F-22
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2015 AND 2014
12. Income Taxes (Continued)
Deferred tax assets and liabilities consist of the following:
2015 2014
__________ __________
Deferred tax assets:
Amortization of intangible assets $ 183,000 $ 153,300
Research and development credits 24,800 18,600
Various accruals 60,800 75,100
Other 46,100 29,500
_________ _________
314,700 276,500
Deferred tax liability:
Depreciation of property
and amortization of goodwill (46,000) (44,300)
__________ __________
Net deferred tax assets $ 268,700 $ 232,200
========== ==========
The breakdown between current and long-term deferred tax assets and
liabilities is as follows:
2015 2014
__________ __________
Current deferred tax assets $ 114,200 $ 86,000
_________ _________
Long-term deferred tax assets 200,500 190,500
Long-term deferred tax liabilities (46,000) (44,300)
__________ __________
Net long-term deferred tax asset 154,500 146,200
__________ __________
Net deferred tax assets $ 268,700 $ 232,200
========== ==========
ASC No. 740 clarifies the accounting for uncertainty in income taxes
recognized in an enterprise's financial statements and prescribes a
recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. ASC No. 740 also provides
guidance on derecognition, classification, interest and penalties,
accounting in interim periods, disclosure, and transition. As of
June 30, 2015 and 2014, the Company did not have any unrecognized
tax benefits related to various federal and state income tax matters.
The Company's policy is to recognize interest and penalties on any
unrecognized tax benefits as a component of income tax expense. The
Company does not have any accrued interest or penalties associated
with any unrecognized tax benefits. The Company is subject to U.S.
federal income tax, as well as various state jurisdictions. The
Company is currently open to audit under the statute of limitations
by the federal and state jurisdictions for the years ending June 30,
2012 through 2014. The Company does not anticipate any material
amount of unrecognized tax benefits within the next 12 months.
F-23
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2015 AND 2014
13. Stock Options
Option activity is summarized as follows:
Fiscal 2015 Fiscal 2014
_________________ __________________
Weighted- Weighted-
Average Average
Exercise Exercise
Shares Price Shares Price
_______ _______ _______ ________
Shares under option:
Outstanding, beginning of year 61,000 $ 3.11 55,000 $ 2.86
Granted 4,000 2.80 11,000 3.53
Exercised (20,000) 2.56 (5,000) 1.35
Forfeited (6,500) 3.07 - -
________ ________
Outstanding, end of year 38,500 3.37 61,000 3.11
________ _______ ________ _______
Options exercisable at year-end 27,200 $ 3.10 48,300 $ 2.82
________ _______ ________ _______
Weighted average fair value per
share of options granted
during the fiscal year $ 2.80 $ 3.53
_____ _____
As of June 30, 2015 As of June 30, 2015
Options Outstanding Exercisable
_______________________________________________ ______________________
Weighted-
Average Weighted- Weighted-
Range Remaining Average Average
Exercise Number Contractual Exercise Number Exercise
Prices Outstanding Life (Years) Price Outstanding Price
_________ ___________ ____________ _________ ___________ _________
$2.80-3.10 11,000 5.08 $ 2.99 7,000 $ 3.09
$3.27-3.71 27,500 5.21 $ 3.52 20,200 $ 3.52
________ ________
38,500 27,200
________ ________
As of June 30, 2014 As of June 30, 2014
Options Outstanding Exercisable
_______________________________________________ ______________________
Weighted-
Average Weighted- Weighted-
Range Remaining Average Average
Exercise Number Contractual Exercise Number Exercise
Prices Outstanding Life (Years) Price Outstanding Price
_________ ___________ ____________ _________ ___________ _________
$1.88 10,000 .2 $ 1.88 10,000 $ 1.88
$3.07-3.71 51,000 4.17 $ 3.35 38,300 $ 3.28
________ ________
61,000 48,300
________ ________
F-23
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2015 AND 2014
14. Earnings (Loss) Per Common Share
Earnings (loss) per common share data was computed as follows:
2015 2014
__________ __________
Net income (loss) $ 8,700 $ ( 75,300)
__________ __________
Weighted average common shares
outstanding 1,478,126 1,385,054
Effect of dilutive securities 1,756 -
__________ __________
Weighted average dilutive common
shares outstanding 1,479,882 1,385,054
__________ __________
Basic earnings per common share $ .01 $ ( .05)
========== ==========
Diluted earnings per common share $ .01 $ ( .05)
========== ==========
Approximately 26,000 and 59,000 shares of the Company's common stock
issuable upon the exercise of outstanding options were excluded from
the calculation of diluted earnings per common share for the year ended
June 30, 2015 and 2014, because the effect would
be anti-dilutive.
F-24
